


The Girl in the Spider's Web

by Sodiumn



Series: Along Came a Spider [1]
Category: Marvel Cinematic Universe, Spider-Man (Comicverse), Spider-Man - All Media Types, The Amazing Spider-Man (Movies - Webb), Ultimate Spider-Man (Cartoon)
Genre: Alternate Universe - Gender Changes, Canon-Typical Violence, Crossdressing, F/M, Female Peter Parker, Female Spiderman, Gender or Sex Swap, Penny and Gwen are total besties, Science Sisters, Slow Build, Slow paced to start but it will pick up
Language: English
Status: In-Progress
Published: 2015-02-09
Updated: 2015-05-12
Packaged: 2018-03-11 08:11:06
Rating: Teen And Up Audiences
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 11
Words: 34,143
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/3320270
Author URL: https://archiveofourown.org/users/Sodiumn/pseuds/Sodiumn
Summary: <blockquote class="userstuff">
              <p>Like most teenage girls, Penelope Parker just wants to survive the merciless psychological battlefield that is high school. Of course, this isn't easy when you are an awkward social outcast whose hobbies include photography, skateboarding, and spending nights cross-dressing as a male vigilante in spandex.</p>
<p>A genderbent retelling of The Amazing Spider-man movie.</p>
            </blockquote>





	1. The Awkward Nerd in Her Natural Environment

**Notes for the Chapter:**

> My anticipation for the release of Spider-Gwen #1 in a few weeks is just about killing me, so I decided to channel that excitement into filling the female-Spiderman-shaped hole in my life.
> 
> While primarily a genderbent retelling of The Amazing Spider-man movie (Earth-120703), this story isn't 100% strict movie canon or timeline, and will contain some elements, influences, and characters from the MCU (Earth-199999), the Ultimate Spider-man cartoon (Earth-TRN123), and, of course, the Spiderman comics (mostly Earth-616 and Earth-1610).
> 
> This story is going to start off slow for the first couple of chapters, but I promise it will pick up later, and there will be some divergences from the movie plot to keep things interesting. I'm planning on doing both movies and interspersing or following up with some comic/MCU stuff. I'm also going to make heavy use of the notes, both to explain my interpretations of how female Peter would act, and also to share some general thoughts on the movies as well as the spider-verse at large. Feel free to ignore them. Also, since it's a retelling of the movie, it will involve movie dialogue. Credit belongs to the screenwriters for those lines, not me.

It was a beautiful morning at Midtown Science High School. The sun was shining, the birds were singing, and the exalted "in crowd" were relentlessly stalking their natural prey, the lesser creatures of the social order.

One such lesser creature was busy tacking club photos to the school bulletin board.

"Hey, uh, Penelope--it is Penelope right?"

Penny paused from her work before taking a deep breath, bracing herself as she turned to the source of the inquiry, a girl she recognized from third period history class. Sally Avril, her brain helpfully supplied. "It's Penny," she said flatly.

"Right, Penny, yeah. Listen, I just wanted to say I love your photos!" Sally replied, a bright, plastic-looking smile on her face.

Penny stared at her a bit distrustfully. The compliment came from a girl who had once spent the better part of class not-so-quietly mocking Penny's glasses with a friend. "Thanks," she drawled slowly.

Sally's smile faded a little at Penny's tone, but then she forged forward. "So, anyways, I was wondering, are you busy Friday night?"

Penny blinked, thrown by the question. "N-no, I'm not busy," she answered, feeling surprised and a tiny bit hopeful. Was Sally trying to invite her to one of her raucous parties Penny had (over)heard so much about? Or maybe a girls night as a peace offering?

"Cool! So you're free to take pictures of my boyfriend's car!" Sally replied brightly. "It's his birthday so I thought some nice pictures would be a great present!"

Penny felt humiliated. She should have known better than to get her hopes up with a girl like Sally. "Yeah, uh, that's, uh, nice of you," she stalled, trying to think of a way to duck out of the request. "I'll, uh, have to check my schedule. I think I'm going to be busy after all."

The smile dropped off Sally's face completely. "You mean you won't take the pictures."

Penny twisted her fingers together in front of her, a nervous habit, before realizing it and yanking them apart to clench at her sides. "Pretty much," she answered more firmly. She was always braver in the face of outright rancor than when faced with the duplicitous social games of the popular cliques.

Sally's face twisted in an ugly fashion. "This is why no one likes you," she spat venomously, before spinning away to join a group of her popular friends down the hallway. Penny could see her talking to them while casting another dark look in Penny's direction. The rest of them stole glances at her while obviously giggling. 

Penny didn't know what Sally was saying, but she could probably guess. She had heard it all before. Nerd. Loser. Weirdo. Freak. She gloomily finished tacking her photos up before snagging her backpack and skateboard off the ground beside her and trudging to class.

She had no friends in her morning classes, and with the way the day was starting, it was sure to be a miserable several hours. Thankfully, she was spared any further humiliations before the bell rang, signalling her lunch break.

She stopped by her locker to find--much to her annoyance--a couple enthusiastically making out against it, and was forced to awkwardly wedge her way in to drop off her morning textbooks and snag her camera and the lunch Aunt May had packed for her.

However, her spirits lifted as she headed outside to enjoy her lunch with the company of both the sunlight and her favorite person in the entire school, one Gwendolyn Stacy. She caught sight of said girl sitting on a picnic table, nose buried deep in a book, with the sun shining off her blonde hair in a striking fashion. She looked perfectly put together as always. 

Penny smiled to herself as she raised her camera to snap a quick photo of the moment. Gwen was always a bit exasperated with Penny when she took pictures of her, but Penny knew a good photo when she saw one. Gwen was just going to have to deal with it.

"Hey, chica!" she called, sliding onto the table beside the blonde.

Gwen looked up with a start before smiling broadly. "Hey, Penny!" Penny glanced at the cover of her book. Theoretical Physics. She smiled; her favorite thing about Gwen was her brain. They had been lab partners in science freshman year where they had bonded over being the smartest people in the room--any room, really--and had been fast friends ever since.

"I heard you had a rough morning," Gwen said sympathetically, gently bumping Penny's arm with her elbow. Correction, Penny's favorite thing about Gwen was her unequivocal kindness.

"How did you hear that one?" she asked.

"Just some dumb rumors making the rounds. Obvious retaliation stuff. That usually only happens when you upset the natural order of things." Penny sighed, but she wasn't surprised Gwen had heard something. She had the enviable ability to move between every social group without question. Pretty and fashionable enough for the shallow and popular, smart enough for the nerds, and in enough extracurriculars to have friends everywhere. One of her more popular friends had probably passed the gossip on. Really, Penny was lucky Gwen chose to hang out with her at all.

"So, give me details," Gwen urged. "What happened? Whose delicate sensibilities did you offend?"

Penny laughed, cheered up by Gwen's obvious disregard for whatever story was being passed around. "Just Sally Avril. She wanted me to take photos of her boyfriend's car of all things as a birthday present for him."

"I guess you turned her down then," Gwen giggled.

Penny nodded. "I don't know why she thought I would do that. He's her boyfriend, not mine. Probably thought I was a total pushover," she finished, a little more subdued.

"Wait, is this the same Sally Avril that was making fun of your glasses the other day?" Gwen asked.

"The very same," Penny replied with distaste. She'd thoroughly bitched about that incident to Gwen. Her glasses had been her father's, so while they might be old-fashioned wayfarers, she loved them.

Gwen snorted. "What a moron. Anyways, your glasses are great. Nerd chic is totally in right now."

Penny grinned at Gwen, her mood thoroughly improved. Privately, she thought Gwen had it wrong. Someone as pretty as Gwen could doubtlessly pull off "nerd chic" as she called it, but on Penny it was just "nerd". She was too tall for her age group, nearly 5'9" at only 16 years of age, and while other tall girls might hope for model proportions and grace, Penny was nothing but gangly frame and too-long limbs. As a result she was awkward and clumsy, with the added bonus of never being able to find clothes that fit quite right. Her fashion mostly ended up consisting of a range between "unintentional grunge" and "geek hobo". At the moment she was wearing a plain shirt that hung off her frame, worn jeans, and a pair of Chucks. Not exactly high fashion. Not to mention, Gwen had gorgeous blonde hair, whereas Penny had long since given up on her thick, unruly hair and kept it in a messy pixie cut.

Her chain of thought was broken by the sounds of jeering and laughter. Across the yard, she caught sight of a crowd of students, obviously circled around some event of interest. Penny frowned before standing up and heading over, ignoring Gwen as she called after her. It could just be a fight in process, but odds were it was some underclassman getting hazed. And she had a strong suspicion just which person was behind it.

Pushing her way through the crowd (one rare time that her height was to her advantage), she found just the scene she was expecting. Eugene "Flash" Thompson was bullying some scrawny kid, lifting him and mashing his face into his lunch plate. 

"Eat it! Eat your vegetables!" he taunted, the crowd repeating him in a cruel chant. Penny had seen enough, and moved to stop the scene.

"Flash," she called out, drawing his attention to her.

He paused in his torment of the younger boy, and then grinned mockingly. "Yo, Penny, take a picture of this!" he called, jerking his chin at the camera that still hung around Penny's neck.

She shook her head. "I'm not taking a picture."

Her answer obviously angered him. "I said, take a picture!" he all but snarled, volume rising. 

She shook her head again, twisting her hands nervously in front of her but refusing to back down. "No, Flash." The crowd around them was now yelling encouragements at Flash as she faced him down.

"Take the picture!" He was screaming at this point. The kid he was bullying hung upside down in his arms, all but forgotten.

She felt the anger growing in her. "I'm not taking a picture of you making an ass of yourself," said firmly, drawing a chorus of "Ooooh!" from their audience.

He looked around before the mocking grin returned to his face. "Aww, widdle Penny standing up for her widdle pathetic friends. If he eats his vegetables he might even grow up to be as tall and ugly as you!"

His words stung, and Penny felt some of the anger within her burn out and turn to a sort of sadness instead. She stepped closer to him. "Eugene," she said softly, trying to appeal to his better nature. "This is abuse."

Instantly, the mocking grin dropped off his face, replaced by a flat, dark look. "It's 'Flash', Parker, and don't you forget it," he snapped nastily. He threw his victim recklessly to the side and then closed the gap to her. "You want abuse, Parker? I can show you abuse!" He shoved her roughly in the front of her shoulders, then shoved her back again. The crowd was fired up now at the prospect of a fight.

"Flash, stop this." Penny kept her hands clenched at her side, determined not to hit back.

"Shut up, Parker," he snarled, shoving her back a third time. Her foot caught on an uneven crack in the cement of the lot and she fell backwards to the ground, landing painfully and smacking her head sharply against the concrete. She blinked back tears, as she tried to push herself back to her feet, the crowd jeering at her. Her head pounded, and her elbows stung, undoubtedly skinned. Through her blurry vision she saw a second of startled fear cross Flash's face before it settled back into the hateful mask.

"You're pathetic, Parker," he started, but before he could finish Gwen pushed out of the crowd to step between him and Penny.

"Flash," she said sharply. "Are we still on for today? 3:30 at my house? Remedial tutoring? I hope you've done your homework this time." Her tone was vicious. The ring of students, always fickle, now had people laughing at Flash.

He stepped back, glancing around a little apprehensively. He was obviously a bit embarrassed, but he couldn't take any retaliation against Gwen. She was too popular, too smart, too vital to his GPA, and most importantly, too dangerous. Penny doubted there was anyone in the school brave enough to cross her. 

"Right, yeah, I'll be there," he mumbled. He obviously decided to cut his losses and turned to slink away, and lacking any further entertainment, the crowd dispersed. 

Gwen moved to help Penny the rest of the way up. "You alright?" she asked with concern. She touched her hand to the back of Penny's head, and Penny jerked away with a pained hiss. "No blood," Gwen said. "Just a knot. You got lucky, head wounds bleed a lot."

"Yeah. Lucky," Penny muttered, starting to slog back towards their table and her forgotten lunch. 

Gwen walked along beside her, frowning. "You know, it's a great thing you did there for that kid, but you don't always need to stop Flash and his bullshit. He's not your responsibility, no matter how you feel." 

Gwen only swore when things were serious. "I know," Penny replied sadly. "I just know how good of a person he can be. I wish he would stop this nonsense and be that person."

And she did know, intimately. After all, it was only 3 months since they had broken up.

She gingerly touched the back of her head, lost in thought about the side of the boy she had known. Flash lived only a few blocks from her, and they had fallen into a casual friendship over the summer break that had quickly deepened into a heavy romance. She had loved him, she had lost her virginity to him, and she had broken up with him two months into the school year. He had been too immature, and she too stubborn. It had been a nasty breakup. She didn't think anyone in the school besides Gwen even knew they had dated.

Gwen was frowning at her again. "You know, maybe we should go to the nurse. You might have a concussion." 

Penny snorted. Gwen could be a bit of a mother hen sometime. "I'm fine," she insisted. "Like you said, it's just a bump."

From the school, the bell signaling the end of lunch rang. Penny gazed mournfully at her uneaten lunch, before shoving it into her backpack. Maybe she could sneak some bites in between her afternoon classes. 

Gwen looped her elbow through hers and started tugging her towards the building. They shared the next class together. "I can walk," Penny protested. "I hurt my head, not my legs."

"I'm just making sure you don't get in another fight on the way," Gwen teased back. Penny signed, but smiled at her. It was nice to have a friend.

**Notes for the Chapter:**

> My inspiration for Penny's look: http://i.imgur.com/wEMhN77.jpg
> 
> So, Sally Avril is actually a character from the comics, and is who the girl from the beginning of the movie is supposed to be. They don't call her by name in the movie or in the credits (instead she gets the ignominious title of "Hot Girl") but the actress who played her confirmed she was supposed to be Sally Avril. Now, in the comics, Sally is a girl who does reject Peter. Interestingly, she is also a thrill-seeking skilled gymnast who later ends up dressing up in a costume and calling herself Blue Bird, using her gymnast skills and some neat gadgets to fight crime despite a lack of superpowers. Peter thinks she is obnoxious and ends up letting some bad guys severely injure her to try and scare her from the superhero business, which is a pretty patronizing dick move, but pretty par for the course for comic book writing. Then, as is tradition for interesting female characters, she is promptly killed off in a car crash to cause Peter the appropriate amount of "character building" torment.
> 
> Also, I know there's not a consensus on Penelope as Peter's female equivalent name (it came from some one-shot comic with an elementary school aged female Spiderman, which is just weird), but since it means "weaver", I find it quite appropriate for our favorite spider.


	2. Emotional Baggage

**Notes for the Chapter:**

> I'm still working to find a good pacing for this story. Realistically, a female Peter wouldn't change things too much early on, but I want to cover most of the ground the movies did, which means boring backstory.
> 
> I've also fiddled with the timeline to make Gwen and Penny juniors instead of seniors. The movie timeline always felt wrong to me since Gwen says she is a senior at OsCorp, but they are obviously already partway through the school year, and Amazing Spider-man 2 opens with high school graduation. This would mean that in the space of maybe 6 months tops, Peter and Gwen get together, split up when her dad dies, she gets mostly over her dad's death, and she and Peter reconcile to where they have the very comfortable relationship seen at the beginning of the second movie. Not to mention Peter going from zero to hero in the same span. It just doesn't fit. Being a junior also makes Penny 16-going-on-17, which is closer to comics/Earth-616 Peter, who was 15 when he got his powers.

The final bell of school rang, and Penny wasted no time in escaping the school grounds. Gwen was always busy after school with tutoring, club meetings, and some science internship she had, but Penny had plans of her own to keep her busy. She dropped her skateboard onto the ground, hopping on and gliding her way away from the school. The sidewalk dropped away down a hill, and she let herself pick up speed, easily steering around the pedestrian traffic. 

She loved skateboarding. She might trip over her own feet walking around, but give her a board and four wheels and she had all of the grace she lacked in the rest of her life. The balancing act, the speed, the freedom, she loved it all.

Penny stopped by the small park near her house, and spent a good hour fooling around on her board, hopping on and off the concrete benches there with increasingly elaborate twists of the skateboard. After a while, when she felt the stress of the day fading away, she paused for a breather, pulling her camera from her bag. The late afternoon light was perfect for photography.

She snapped a few photos of the other people enjoying the park, little slice-of-life shots that always made her happy, and then switched to taking some nature pictures. Her pictures varied: the sunlight through the leaves, a mossy tree trunk, a blue jay preening it's wings. She ended her informal photo session by finding a spider's web underneath a bench that was at the perfect angle to catch the sunlight, lighting up in gold. 

After a brief inspection, she found the spider herself, a fat brown and red orbweaver tucked into the corner of the bench. Penny carefully lined up the shot, the bench providing perfect framing as she focused her lens on the spider, placing it just off center to cast a slightly unfocused backdrop of the glowing web. She decided it was her favorite picture of the day, definitely one for the photo wall in her room. Satisfied with her day's work, she stepped back onto her skateboard and headed on home.

"I'm home!" Penny called, slamming the front door behind her. She dropped her backpack and skateboard at the foot of the stairs before wandering into the kitchen, where she could smell food cooking. "What's for dinner?"

"Spaghetti and meatballs," her aunt May answered, stirring the aforementioned meatballs in a pan on the stove.

Penny groaned theatrically. "Spaghetti? Really?" She fished around in the fridge for a drink before hopping up to sit on the only free spot on the counter.

"Since when do you not like spaghetti?" May questioned with a roll of her eyes. Penny grinned back good-naturedly. She liked the food, but she lived to give May a hard time.

Her uncle Ben appeared at that moment, walking into the room with a dirty box full of trophies in his arms. With a grunt, he hefted them onto the kitchen table. 

"Don't you dare leave that filthy box in my kitchen, Ben Parker!" May chastised. 

"These are my bowling trophies!" Ben protested, patting the box affectionately.

"Well then, by all means, dirty up my table with your bowling trophies," May sniped at him. Penny grinned into her drink bottle as she raised it for a sip. Unfortunately, this led to May catching sight of her raised elbow, which bore the scabs from her lunchtime altercation. "Penny Parker! What on earth happened to your elbows?"

Penny fumbled for an answer. "Oh, I'm alright, um, I fell skateboarding." That was a totally believable answer, right? People skinned elbows skateboarding all the time, she reasoned. Out of the corner of her eye she caught Ben giving her a hard stare. She didn't think he was buying it. To be fair, she was a pretty terrible liar.

May didn't seem to notice the lie. "Why you ride that dangerous thing is beyond me," her aunt sighed, a despairing tone in her voice.

Ben came to Penny's defense. "Kids like stupid and dangerous things. Remember when we were stupid and dangerous?"

"No," May replied shortly, shaking her head at him. Penny found herself grinning again. 

"Trust me, we were stupid and dangerous too."

May huffed at him. "Speaking of dangerous, you had better move that box before it soaks my table or you will regret it, bowling trophies or not!" she stated firmly.

Penny realized the box had been dripping everywhere. She eyed the trail of water on the floor. "Where's the flood?"

Ben jerked his head towards the doorway. "Basement. Come on down, I'll show you."

Penny hopped off the counter and trailed after him. In the basement, the chest freezer had apparently given up the ghost, and had leaked a layer of water throughout the vicinity. She eyed the spread and amount of water, mind already turning over options for the source of the problem.

"I think it's the condenser tray," Ben stated, bending to dig what was likely ruined meat out of the freezer.

"No, the condenser tray doesn't hold that much water," Penny replied thoughtfully. "Same with the heat exchange tubing. It's got to be the filling." 

"Well, if that's the only thing that makes sense," Ben said wryly. "Can you fix it?" Penny was the undisputed household expert when it came to all things mechanical. Her bedroom was practically filled with little engineering projects, gadgetry, and mechanical odds and ends.

She mentally went over the tools and parts she had lying around. "No, not tonight. I can stop by the hardware store tomorrow. Should be a pretty cheap fix." A moment passed in silence as Ben bagged the last of the meat and Penny peered at the now-defunct freezer.

"So," Ben started brusquely. "Skinned your elbows skateboarding. You want to try me again?" He didn't look at her, now busy moving items into boxes to rescue from the flood.

Penny sighed. Ben always knew when she was lying. "I tripped at school. Fell onto the concrete. It's nothing."

"Uh-huh." Ben grunted, hefting a box up and setting it out of reach of the water. "And did anyone help you with that tripping?"

Penny leaned back against one of the basement's support pillars in a slouch. "It's not like that. Some kid was getting bullied and I got in the middle of it. Just got shoved at a bad angle and fell down. It's not like he hit me."

Ben paused and turned to face her, face concerned. "He?"

Penny dropped her eyes, biting her lip. She had given too much away. "It's, it's no one, don't worry about it."

"Was it Flash?" Ben asked gently, eyes perceptive. She didn't reply, which was answer enough, and he moved to wrap an arm around her shoulder. "Oh Penny. You're a good kid, you know that? Too good for him, too." One last squeeze and he let go of her shoulder. "Let's not tell your Aunt May though. We don't want her on the warpath."

He grabbed a box and headed to the stairs. "See what else is worth saving down here before dinner."

"Yeah, yeah," she called back. She kicked off her shoes and rolled up her jeans, before busying herself digging through the boxes and junk that rested on the now wet floor of the basement. She was in the process of moving a box of old but possibly important papers to the safety of higher ground when she caught sight of it.

A brown leather briefcase, with the letters RP monogrammed into it. 

Penny was surprised to realize that she recognized it. She generally remembered very little of her early childhood, and had complicated feelings about her absent parents, but she could recall fragments of memories: her father digging through the case in the car, it resting on a table in an unfamiliar kitchen, it leaning against a desk. 

Penny picked up the briefcase, and moved slowly back upstairs with it. She wasn't sure how she felt about finding it. She could barely remember her parents, and they had dropped her off with her aunt and uncle with barely a goodbye before promptly disappearing, and then promptly dying in a plane crash. She barely had anything to remember them by, just some faded pictures and a pair of her father's glasses that Ben had given to her. Her aunt and uncle had been wonderful to her, and had raised her with all the love and care they would have with a child of their own, but she still felt the absence of her parents like an ache in her chest. 

Seeing the briefcase and all the memories that came with it felt more like a punch in the gut.

Penny set the briefcase down on the dining room table. Ben caught sight of her from where he stood in the kitchen arguing good naturedly with May, and abruptly went silent.

"I'd forgotten that old thing was down there," he said, an odd note in his voice. Penny glanced at him before dropping her eyes back down to the object under discussion. "It was your dad's," Ben continued. "He asked us to keep it safe for him."

Penny snorted derisively at that. Ditched in Ben and May's care. She and the briefcase had a lot in common, it seemed.

"He got that thing when he was only nineteen," Ben said a little more lightly. "He saw it in the window of this old leather shop. What does a nineteen year old want with a leather briefcase? But he bought it. And guess who sold it to him?" Penny glanced up and shrugged, hearing the gruff fondness in his voice. "Your mother! That's how they met!"

Penny felt rattled. She hadn't been expecting to find a ghost from her past in the basement that day. Or any day, really. Something from Ben's tale struck her as strange. "You said he, he asked you to keep it safe. What does that mean, keep it safe? There's, there's nothing in here, have you looked in here, there's nothing, just junk, there's nothing--" She realized she was rambling and cut herself off, biting her lip as she fought back inexplicable tears.

May stepped forward, twisting a dish rag in her hands with worry. "Your father was a very secretive man," she said softly.

Penny gave a short laugh that sounded like it was nearly a sob. "Yeah, I know, I know that." And she did. She could count the things she knew about her father on one hand, and one of those things was what kind of glasses he had worn. It didn't get much more secretive than that.

May and Ben remained silent as she pulled a few random items from the bag, trying to distract herself before she fell completely to pieces. She found a newspaper clipping with a photo of a two men, one of whom was wearing a very familiar pair of glasses. "Who's this? With my dad, I mean." She held the photo out.

Ben shrugged helplessly. "I don't know, some guy your dad worked with, I guess." Penny snorted bitterly. "I don't know" was the most common refrain with regards to her parents, apparently. Practically the family motto. She could see Ben and May giving each other concerned glances out of the corner of her eye, but she kept her head bent over the folder, trying to regain some composure.

May finally straightened up, flapping the dish rag at Penny and Ben. "Come on, let's eat dinner, get that old thing off the table and worry about it later. And wash your hands!" She finished sharply, swatting Penny on the rear with the rag. It was an obvious attempt to change the subject, but Penny laughed softly anyways and ducked away to do as her aunt bid. Still, she was subdued throughout dinner, thoughts on the mystery of that brown bag, and the mystery of her parents.

That night, she settled down to sit on the floor of her bedroom, surrounded by the mess of books, clothes, and assorted gadgetry that cluttered it. She carefully laid out the contents of the bag on her floor. A graphing calculator that wouldn't turn on. A pocket calculator that would. Several pens, some coins, and an old subway token. An empty glasses case, likely the partner to the glasses on her own head; at least she knew where Ben had gotten them from when he gave them to her years before.

And finally, she found an OsCorp badge. Penny slowly turned it over in her hands as she contemplated the newspaper clipping. She had known her father had worked in the sciences, but she hadn't realized it was with OsCorp. It made sense--she had once been close childhood friends with Harry Osborne, the son of the company's owner, after all. They had been friends from before she could even remember, and had stayed close even after she was living with her aunt and uncle, right up until Harry had been sent away to boarding school the summer after sixth grade. She had never really thought about it, about where they had met, about why they had been friends, but if her father had worked at his father's company, it could explain things. Penny hadn't thought about Harry in years. She idly wondered how he was doing, then shook the thought off.

With a sigh, she dropped the badge and went to grab the briefcase, planning on putting everything back and shoving it into some dark corner of her closet where it couldn't haunt her anymore. This was too much baggage--both literal and figurative--for her to want to deal with. But as she picked up the case, she felt something shift within. 

Penny frowned. She thought she had thoroughly emptied the briefcase. Rechecking the entire bag, she confirmed a lack of anything obvious. Then, with slow fingers, she began checking the corners of each pocket. A hidden compartment revealed itself, rewarding her efforts. Her father was a secretive man, indeed, she thought.

Feeling a bit shaky, she reached to hit the button on the remote that activated the mechanical lock she had built for her door (she felt like a robotic remote-operated door-lock should really be a must-have for any teenage girl). This wasn't really the sort of thing she wanted interrupted. Then she carefully drew a thin file from the briefcase's hidden space and slowly flipped it open. There was a thin stack of papers inside, the one on top covered in scrawled numbers and formulas, with one at the bottom boldly circled. "Decay rate algorithm," she read softly to herself. There were two slashed O's next to the name. Double phi symbols? Double zeros? She wasn't certain. The formula itself was ridiculously complicated, containing practically an alphabet soup's worth of variables. She tilted her head, trying to see if she could reverse-engineer the equation enough to work out what it was for, with no luck, then paged through the rest of the pages to see if there were any clues. Mostly more math and broken down equations, with some DNA sequences, molecular graphs, and a drawing of a spider of all things interspersed throughout. A few pages of what looked like genome sequencing where in there as well. Penny flipped back and forth between the papers, trying to figure out how they all related.

Just then, a knock on the door interrupted her thoughts. "One second!" she called as she scrambled to return the briefcase's contents back inside and then shove it under her bed. She jumped into her computer chair and hit the button on the remote again, unlocking the door. "Okay, you can come in!"

Uncle Ben opened the door and leaned against the door frame. "Are you okay?" he asked softly. 

"Yeah, I'm fine, I'm good, what's up?" she asked, trying (and failing) to sound casual. Ben wasn't fooled, she could see it in his face. 

"Can I come in?"

"Yeah, of course!" She gave him a jerky nod.

Ben carefully stepped inside, closing the door softly behind him. "Listen, Penny..." he trailed off, looking uncertain. It wasn't a look she was used to seeing on him. He grabbed a long-since solved rubix cube off her desk, and toyed with it as he talked. "Look, I don't have much education. Heck, I haven't been able to help you with your homework since you were ten." He sighed. "What I'm trying to say is, I know it's been rough for you without your parents, and I know we don't talk that much about them, but--"

"It's fine," Penny interjected. "You and Aunt May have been amazing to me." She didn't want him thinking he wasn't enough for her. He had been a better father to her than her own had ever been.

"That doesn't make it alright," he said firmly. "And I wish I could change it for you, but I can't." He sighed again. "The guy in the photo is Curt Connors. He and your dad worked together for years, and they were close. I haven't seen him since the night you first came here, though. Not even a phone call. Go figure."

Ben abruptly stood up, and clapped a hand on Penny's shoulder. "You're a good kid, Penny. I'm proud of you. Don't forget that." He dropped the rubix cube back on her desk and turned to head out the door.

"Uncle Ben," she called after him. He half turned to look back at her. "You've been a pretty great dad to me, alright?" He nodded at her gruffly, looking a bit choked up, then finally slipped away. Penny leaned back in her chair to stare at the ceiling, heavy thoughts swirling through her mind.

After a few minutes, she decided she was in too deep to just hide the briefcase away and forget about it. She searched the internet for mentions of her father and Curt Connors, but found little more than some old articles from science journals, and the occasional news blurb about some advancement, mostly in the field of genetics, which made sense given what she had seen in the file. Searching for for her father alone was a mistake: the first thing she found was a picture of the plane crash that had killed her parents. Penny quickly tabbed out of that search and started looking instead for mentions of just Curt Connors, hoping to find something a bit more recent. 

What she found was a wealth of information. It turned out that Curt Connors was still working at OsCorp and was in fact at the cutting edge of the field of biogenetic engineering. Dozens of recent scholarly articles were listed online, and he had a profile on the OsCorp website with a list of credentials and honors longer than a Dostoevsky novel. She chewed on her lip, deep in thought. Part of her wanted to meet this man with the connections to her past, and part of her couldn't forget what Ben had said about the way he had abandoned the Parker family. A tiny part of her still simply desired to leave the past in the past and forget everything she had learned that night. Feeling both physically and mentally exhausted, she flipped off her lights and crawled into bed for a night of tossing and turning.

**Notes for the Chapter:**

> In the movies, as far as I recall, we never see more of the contents of Peter's dad's file than just the page with the final formula and a page of gene sequencing. I took the rest of the contents from the blackboard that Richard Parker erases in his office at the very beginning of the movie. It has to be similar to the research in his file, why would he erase it otherwise? And Peter would obviously look through it at some point, even if we never see him do so.
> 
> I also know the movie shows Peter's school as using a block schedule or something similar, where different days have different classes, but that's way too much work for me to keep track of, especially with the movie's ambiguous as fuck timeline, so I'm just doing the usual 7-class-periods-plus-lunch every day thing you see at a lot of schools. Keeps it simple.
> 
> Side note: I love writing Uncle Ben. Shame it can't last. :(


	3. On Plausible Deniability

The next day at school, at their usual outdoor lunch table, Gwen noticed her contemplative mood. 

"You're awfully quiet today. Where's that snarky Penny we all know and love?" Gwen jostled their shoulders together. "Are you still upset from Flash being a jerk yesterday?"

Penny shook her head, laughing a little. She had all but forgotten about the incident with Flash. "No, I, uh...." she trailed off, fiddling with her hands. She took a deep breath. "I found some things of my dad's last night," she said simply.

Gwen patted her back sympathetically. Penny had never really talked to her about her parents but Gwen knew it was a sore subject. "Bad memories?" she asked.

Penny shrugged. "No, just....I don't know much about him, you know? But I found his old work bag, and it turns out he used to work at OsCorp. There's a guy still there that used to work with him, Uncle Ben said they were close. I kinda want to go and talk to him, I dunno, maybe see if he can, uh, tell me anything."

"What field?" Gwen asked, sounding very interested, which was a complete lack of surprise. Penny grinned, they were total science sisters. "Genetics, mostly, I think. Bioengineering and stuff? I think the field is called biogenetic engineering now, but it would have been something else back when my dad worked there. That's a pretty recent field. The guy's name is Dr. Connors."

"Dr. Connors? Dr. Curt Connors?" Gwen asked excitedly.

"Uh, yeah. You know him?"

"Remember that internship I'm going to be heading? It's with him! I've been working under the guy that worked with your dad!" Gwen sounded delighted by the connection.

"Small world," Penny replied dryly. She knew what internship Gwen was talking about. She had tried to convince Penny to apply for it, but Penny had turned her down, feeling like she was too shy to perform in a high-intensity internship like that. However, it made an idea begin to take shape in her mind. This could be the opportunity she needed. "When did you say the internship starts?" she asked thoughtfully.

Gwen frowned at her, clearly catching onto Penny's train of thought. "Penny Parker. Whatever bad idea you are hatching, you stop it right now! Just send the man an email like a normal person!"

Penny just grinned at her. "No, I would want to meet him in person. Don't worry about it Gwen, I know what I'm doing" --"You really don't!" Gwen interjected--"and anyways you need plausible deniability so let's change the subject."

"Plausible deni--Penny!" But Gwen was laughing now. "You know, for such a quiet girl, you can sure be a total delinquent."

"Quiet? Me? Have you met me before?" Penny was laughing too now.

"Okay, well, quiet to everyone else." Gwen flicked a crumb from her food at Penny's forehead, and she ducked, swatting Gwen's shoulder as the bell rang. Giggling, they slipped away to class.

Penny spent the next few weeks brushing up on her knowledge of modern genetic research and trying to figure out what her father had been working on. It was fascinating stuff, and Penny had nailed down some of the notes as observations on DNA transference, but the rest remained a particularly vexing mystery. Her desire grew to speak to Dr. Connors and see if he could give any insight, but doubt about the man plagued her. Ben had cast him in a negative light, and her father had obviously been trying to hide his research from someone, his science partner an obvious option, so she wanted to play this carefully.

Finally, on the first day of Gwen's lead internship, Penny found herself walking into the lobby of the tower that served as OsCorp's main building. She spun in a circle, gazing up to admire the design of the place. It was really an impressive building, full of open, sweeping architecture interspersed with electronic displays showing off OsCorp's scientific and technological advancements. It was clearly designed to impress, and Penny definitely felt the effect. She wished she had her camera.

"Excuse me!" a sharp voice cut into her thoughts. Penny turned to see a woman behind the front desk staring her down. She walked over, trying to act causal, but realizing that she probably looked a bit out of place. It didn't help that she had ridden her skateboard over and was now trailing it from one hand as she wandered around. That was the sort of thing that made authority figures wary.

"Can I help you?" the woman asked. Her rough working plan had been to slip upstairs and try to blend into the crowd of student interns so she could attend the internship orientation since it would almost certainly include some introductions from the Dr. Connors, making it her best chance to observe him unseen.

"I'm uh, here to see Dr. Connors," Penny replied a bit nervously, then immediately felt dumb for telling the truth. She really needed to get better at lying, sneaky plans only worked when you didn't give them entirely away within the first five minutes. 

"You'll find yourself to the left," the woman at the desk said.

Penny stared at her. "Uh, what?" That wasn't an answer she was expecting. Or one that made any sense, for that matter.

"You are here for the internship, right?" The woman asked. Penny gave her a jerky nod. Sure. Why not. "Then you will find your badge. To the left," she said sharply.

"Right, right, right," Penny stuttered, moving over to stare at the badges. Well then. A badge would certainly go a long way towards helping her blend in.

"Are you having trouble finding yourself?" Penny jerked, realizing she had been lingering too long.

"No, no, I got it, right here," she said, snagging a female sounding badge at random. Ava Ayala, it read.

"Okay then, Ms....Ayala," was the doubtful response. 

"Gracias!" Penny said with a big, fake grin.

"De nada," was her answer, with an equally fake smile.

Penny hooked her skateboard under her backpack, then made her way to the main escalator, feeling a bit giddy. Her plan was working better than she had even intended! Of course, when the real Ava Ayala showed up, things might change, but until then she had a cover and some time to perform some reconnaissance. She grinned, feeling like a proper spy.

She drifted around upstairs until she found a sign proclaiming "INTERNS MEET HERE" and joined the gaggle of teenagers waiting there. They were all in business casual wear, and Penny suddenly felt out of place in her jeans and green bomber jacket. She hadn't really thought about that. Her planning needed work almost as much as her lying. Whatever, they were all nerds here, she could pretend to be the kind of nerd that had no idea how to dress appropriately. Which would be easy, since that was exactly what she was.

After a few minutes of milling around, she spotted Gwen walking towards them, looking ridiculously professional in tall boots and a fancy lab coat.

"Welcome to OsCorp everyone! I'm Gwen Stacy, I'm a junior at Midtown Science High School, and I'm also head intern to Dr. Connors, so I'll be with you for the duration of your visit. Where I go, you go. That's the basic rule." She looked over the group and spotted Penny, eyes widening in surprise. Penny grinned at her and then pulled a stupid face, getting rewarded with the pleasure of watching Gwen struggling to maintain her composure in front of twenty-odd subordinates.

Gwen schooled her expression back into calm professionalism and frowned sternly at the group. "Your badges give you access to select parts of the building, but if you are found where you do not belong, the consequences will be severe. You will at best be escorted from the building by security, and at worst be charged with trespassing and find your future career in the sciences permanently damaged." Penny knew that warning was primarily directed at her, though the rest of the group seemed thoroughly intimidated by it, if their wide-eyed expressions were anything to go by. After a pointed pause, Gwen turned to lead the group away. "Well then, shall we?"

The group trailed behind Gwen like a particularly nerdy gaggle of ducklings and were led into one of the most impressive laboratories Penny had ever seen. She gazed around the room in abject fascination, admiring what were clearly contamination safety zones, a multitude of lab benches, and in the back she could see some very impressive looking centrifuges and spectrometers. It was a veritable science playground, and her fingers twitched with desire to explore it.

Belatedly, she realized Dr. Connors had arrived and was addressing the group at large.

"...and yes, I am a southpaw." He was saying. A giggle went through the group of interns, and Penny realized suddenly that Dr. Connors was missing most of his right arm. Well, at least he had a sense of humor about it? That was good, right? She eyed him, trying to gauge his character. One point in the positive column so far.

Dr. Connors was continuing his introduction. "I'm the world's foremost authority on herpetology--that's reptiles for those of you that don't know." Penny thought poorly of any science intern that wouldn't already know that. And herpetology of all things? "But like the Parkinson's patient who watches on in horror as her body slowly betrays her, or the man with macular degeneration, whose eyes grow dimmer each day, I long to fix myself. I want to create a world without weakness." The speech was a bit over the top, Penny privately thought, but then again, he was likely aiming to suitably impress the interns. She considered what he had said. So his real goal was to grow his own arm back? It was somewhat selfish, but understandable, and selfish desires could still benefit the world, so it wasn't necessarily a point against him.

"Anyone care to venture a guess as to how these goals can be achieved?" Dr. Connors asked the group.

A guy in the front row raised his hand. "Stem cells?" Penny rolled her eyes. There was no potential from anything in stem cell research for regrowing an arm on a person. Growing one in a test tube, maybe, but you couldn't attach one of those to a living human being and have it actually work.

"That's a good guess, but the solution I'm thinking of is more...radical." Dr. Connors smiled at the intern that had spoken up, likely to ease the sting of being wrong. Penny awarded him another point for the kind treatment. "No one?" The silence stretched out, interns shifting in discomfort as Penny rolled her eyes in disdain. Was this really the quality of person chosen for the internship? Even if they weren't researched in emerging science fields--which was kind of silly for an internship devoted to exactly that--Dr. Connors had mentioned a herpetology specialization not two minutes before, which should be more than enough to connect the dots.

"Cross species genetics." The words had popped out of Penny's mouth before she could stop them. 

The crowd shuffled apart as the interns all turned to look at her. She flushed, shifting nervously. She hadn't meant to draw attention to herself, but apparently her brain-to-mouth filter was broken. Again. Floundering, she started babbling about a relevant paper on theoretical genetics she had come across, trying to fill the awkward silence. "Someone, uh, gets Parkinson's when the brain cells that produce dopamine disappear. But zebrafish, for instance, they can, uh, they can regenerate those cells. So, you give the Parkinson's patient the genetics that allow that, and that's that. They cure themselves."

"Until they grow gills," someone muttered from the crowd, sparking laughter. 

Dr. Connors was smiling at her, though. "And you are..?" he asked. Oh crap. Penny opened and closed her mouth, trying to remember the name on her badge without looking down and making it obvious.

Thankfully, Gwen took that moment to cut in and rescue her from herself. "She's one of Midtown's best and brightest."

"Oh really?" Dr. Connors asked, turning to look at Gwen instead with interest. Penny sagged in abject relief.

"She's second in our class," Gwen confirmed.

Penny made an grateful face at Gwen, before grinning at her. "Second? You sure about that?" She and Gwen were always in a fierce competition for that coveted top spot.

"Yeah, I'm pretty sure," Gwen replied snootily.

Dr. Connors' phone began to ring, interrupting the byplay. "Ah, well, duty calls," he said. "I will leave you all in the care of Ms. Stacy. It was wonderful to meet you all." He turned and walked quickly away towards the lab exit. Penny stared after him. She had to talk to him, she realized. She wasn't sure when she had made up her mind, but now her resolve was firm.

Gwen meanwhile was smiling at the group as she turned on a holographic presentation on OsCorp's animal research divisions. As the true interns crowded around the display to watch it, Penny took the opportunity to slip away from the group in the direction Dr. Connors had gone. 

She had only gone three steps when Gwen called out to her from behind. "Hi, Ms. Second-in-the-class. Where exactly are you heading?"

Penny spun around to smile innocently at her friend. "Gwen! Hey! Fancy meeting you here! Come here often?"

Gwen scowled at her, but there was amusement in her eyes. "Enjoying the internship program...Ava?" she asked, eyeing Penny's badge. 

"I'll give the badge back to you later, you can get it to the real Ava, no harm no foul, well, she will have missed the first day, so maybe a little harm, but all in sacrifice for the greater good!"

Gwen rolled her eyes. "Make sure you do that, and do NOT get me in trouble."

Penny grinned. "Plausible deniability, remember?"

"I have to lead this tour group, but we WILL be talking about this later. And remember, don't get me in trouble!" she repeated adamantly.

Penny saluted her with mock-seriousness, and Gwen laughed. "Sure thing Ms. Future Salutatorian!"

"It's Ms. Future Valedictorian to you, you ingrate," Gwen said, using her snooty voice again. With that, she moved back to the interns, and Penny took the opportunity to finish sneaking away.

Halfway to the door, she bumped into a man in a suit carrying a folder with a very familiar pair of symbols on it. It was the double zeros that had stood alongside the puzzling decay rate algorithm formula in her father's secret file. Suddenly, speaking with Dr. Connors jumped way down her priority list. She shifted her path to follow the man out a different lab exit than she had been aiming for, trying to walk like she had a right to go that way, since that was usually the best strategy for sneaking around. Confidence got you farther than stealth.

She must have managed it well enough, successfully tailing the man down several different hallways without drawing any notice. She peered around a corner, watching with sharp eyes as the man entered a pattern into a door's lock scanner. The sign outside the door was marked with the same familiar double zeros, alongside lettering reading "Biocable Development Unit" further peaking her interest. The door unlocked, and the man entered the room, reappearing after only a moment with two more men in lab coats in tow, leaving out the other end of the hallway.

Well, then. A likely empty lab, with markings from her father's research on it? She was all about that. It was quick work to repeat the pattern on the lock, and she cautiously let herself into the room, just in case it wasn't as empty as she hoped. A quick glance confirmed there was no one else inside, and Penny sighed with relief. She had no idea what she would have done had she been caught breaking in. Perhaps wave a tampon and claim she was just looking for a restroom? That defense would probably work pretty well on any male science-y types. Tampons were practically kryptonite to them.

Penny moved to the center of the room, rotating to take everything in. One one side, robotic arms loaded boxes on a conveyor belt with tiny canisters, and a machine set into the opposite wall was weaving what looked like spiderwebs together, making her recall the little spider sketch from her father's file. Was this all related? She continued her perusal of the room, eyeing a decontamination station to the side, but apart from all of that the room was completely bare, no computers or manuals or even a whiteboard she could see that might lend her some information. 

She turned towards the back of the room where another door stood. It had a glass panel, and through it she could see another room, this one dimly lit in blue. Penny peered inside, trying to spot if any people were present, before carefully slipping through the door. Once inside she stopped and stared in astonishment. Two giant rotating structures of curving framework slowly spun around the majority of the room in opposite directions, and they were absolutely covered with spiders and spiderwebs. Robotic nozzles above them were strung with that same web, leading them away through another robotic structure into the ceiling. She hadn't been wrong about what she had seen in the other room, and this was clearly where they were harvesting the webbing from. She walked between the structures in wonder, and wished yet again that she had brought her camera with her. This was something straight out of science fiction.

Just then, the rotating frames stalled for a moment as a short length of webbing was collected upwards from the frames, warping the spiderwebs. A number of spiders were shaken loose, and several fell directly onto her, making her flail as she frantically brushed herself off. She might not be an arachnophobe but being covered in spiders was not her idea of a good time.

Deciding she had seen enough, Penny ducked back out of the rooms. She retraced her steps to the science lab on autopilot, lost in thought about the room full of spiders. What did her father's calculations have to do with them? And why would he have been so secretive about research relating to something as mundane as spiderweb-based biocables? The mystery only grew. She pushed those thoughts to the back of her mind as she came up to where Gwen was watching over the interns as they settled themselves around lab tables. She lightly cleared her throat, and Gwen turned around in surprise to smile at her.

"Penny," she said brightly, then hushed her voice with a glance around. "So did you get a good chance to talk to Dr. Connors? Like actually talk, not just pretend-to-be-an intern talk."

Penny shook her head, her mind still a bit faraway. "No, I, uh, got distracted."

"Distracted," Gwen repeated flatly. "Penny, I thought you came here specifically to talk to the guy who knew your dad." She narrowed her eyes at Penny, too astute as always. "Is this really about something else?"

Penny shook her head again. "It's complicated. I can't tell you about it now. I'll explain more later." She unclipped her stolen badge and handed it to Gwen, who took it with a frown. "Here, give my apologies to Ms. Ayala. Actually, on second thought, don't mention me at all."

"Penny. We ARE going to talk about this," Gwen said firmly. She glanced back over her shoulder at the interns. "Look, call me tonight, okay? I mean it. Call me. There's obviously something going on and I want to help you."

Penny smiled at her. "I'll call you, I promise. Have fun being Queen of the Nerds!" Gwen snorted and Penny quickly made her exit.

She had only made it halfway down the hallway before she abruptly felt a sharp sting on the back of her neck. She yelped, slapping her hand on the spot. A passing woman in a lab coat gave her a strange glace, and Penny pasted a smile on, trying to look harmless, before ignoring the pain so she could finish her escape. 

She had had enough of OsCorp for one day. Rubbing the back of her neck, Penny quickly made her way out of the building and hopped onto her board, skating her way to the subway station that would take her back to Queens. She felt like she had only found more questions than answers.

**Notes for the Chapter:**

> Yes, it's that Ava Ayala. In the current cartoon, she canonically has higher grades than even Peter, so her rocking a science internship is entirely believable. She's not at Penny's school in this story though, and won't be making an actual appearance any time soon if ever, but I couldn't resist dropping the reference in. And honestly, I am hoping to wedge in some more female characters when possible.
> 
> In case you noticed the movie scene with Dr. Connors that was missing, I'm writing this story in strict third-person limited point-of-view, meaning we only see what Penny sees. Expect to not see any scenes from the movie that don't involve her. Really, there's some things from the movie that make you wonder exactly what Peter is thinking, given what he obviously can't know, such as a lot of what happens to Dr. Connors, so expect to see me exploring that.
> 
> How does everyone feel about the Gwen and Penny friendship? Does it feel somewhat natural? Penny obviously has a huge platonic girl-crush on Gwen, that much hasn't changed, but I feel like without gender barriers they would've come together much sooner. Even without the romance, they are just too perfect for each other.


	4. What the Hell.

**Notes for the Chapter:**

> I've said it before and I'll say it again, but I absolutely love the way Andrew Garfield plays Peter Parker. He absolutely nails this awkward, twitchy persona that I completely love, so I've tried to capture that same impression for Penny. Also his chemistry with Emma Stone is phenomenal, and Emma herself plays an amazing Gwen. Part of the reason why I love this movie so much is how well written and played Gwen is, definitely one of the best portrayals of a female character in any Marvel movie to date, so hopefully I've captured a little of that as well.

By the time Penny had reached her train home from OsCorp, she wasn't feeling so great. Her neck still hurt, and she felt lightheaded and a bit woozy. Penny decided it was probably just the stress of the day, but she still moved to a nearly empty train car so she could stretch out on a row of seats, head pillowed on her backpack. She closed her eyes, quickly dozing off.

Abruptly she was awake, every nerve in her body screaming danger at her. Something was on her face. Her body pulsed with adrenaline, and before she was even aware of moving she had knocked the item--a bottle of beer, apparently--away, and jumped up from where she had been laying.

In fact, she did more than jump up. She hit something hard, landing on her hands and knees, and thought for a moment she had thrown herself onto the floor of the subway car. But, no, everything was upside down. An inverted group of men and women stared at her. Penny stared back. She was on the ceiling of the subway car, and somehow hadn't fallen back down. 

Thoroughly panicked now, she jerked herself and managed to drop back down to the floor, landing on her feet. Her heart was pounding, and she was trying to calm down and orient herself. Everything had happened so fast she wasn't entirely sure what the hell was going on.

"Woah, calm down crazy lady," said one of the guys standing in the back of the train car, staring at her. 

The woman next to him was much more upset. "You got beer all over my shirt you crazy bitch!"

"Hey, hey, let's all take a deep breath," Penny said, holding her hands up to try and placate the woman.

The woman was having none of it, and put herself right in Penny's personal space to yell into her face. "This shirt was brand new! Who's gonna pay for that, huh?" Penny was suddenly grasped with a strong urge to attack the woman, which she bit down furiously on. Her proximity to Penny was seriously freaking her out, and she was pretty freaked out already.

"It's okay, just, calm down okay, it was an accident, it wasn't even my beer, let's just chill, okay?" Penny patted her on the shoulder--or rather she tried to, but suddenly found her hand stuck to the shirt. 

"Yo, lesbo, get off my girlfriend," the first man spoke up again, now getting angry as well. He shoved her back off the woman, and the woman's shirt came with her. Penny stared at her hand where the shirt still stuck. She wasn't holding it. The beer wouldn't have made it sticky like that. What the hell was going on?

The woman was now in a rage, and she rushed at Penny, hand raised to slap her. The was a flash of--something?--and Penny's body moved on it's own, reacting before she had even really registered that the woman was trying to hit her. Instead, she found herself kicking the woman in the back, sending her to land on the floor behind Penny.

"You fucking cunt!" the man with her yelled, now also moving to attack her. And once again, before Penny knew what was going on, her body was spinning around one of the subway poles to flip up and kick him in the leg, dropping him to the ground beside his girlfriend.

"Oh fuck, oh shit, I'm so sorry man, fuck, are you two alright?" Penny was freaking out. She tried to move towards them to check on them, but was abruptly stopped when she found her hand was again stuck--this time to the subway pole.

The situation was quickly devolving into an out and out brawl. Another two of the men from the group rushed her with wild yells, and once again there was a flash of a jolting sensation that sent her body in motion before she could even try to stop herself. She dropped onto her back and kicked one man straight in the chest with both feet, before using the momentum from that movement to flip herself back onto her feet, just in time to punch the next guy with her free hand. A third man joined the fight and she flipped over sideways to duck his punch, before finding herself stuck in that position, bent over with her arm between her legs, her hand still somehow firmly attached to the pole. 

The man came at her, swinging again. Penny reacted, jerking upright, and the pole came with her, breaking away from the floor and ceiling and knocking the man down. "Fuck, fuck, fuck," she chanted to herself as she spun around, unintentionally leveling two of the men again. "Fuck, I'm sorry, fuck, I'm sorry, I'm sorry, fuck."

The men stayed down this time. The shirtless women and two more of her friends huddled at opposite ends of the end of the car, staring at her. Fight clearly over, Penny tried to take some deep breaths and not contemplate the fact that she had just beaten up four men and a woman without even trying. After a moment, the pole finally dropped away from her hand with a clatter, right as the train pulled into a station. She snatched up her bag and board and fled as fast as she could, not even caring which stop she was at.

The subway stop was nowhere near her house, but there was no way she was getting back on a train. Not after that. Penny stared at her offending hand and tried to figure out what exactly had happened back there. Some crazy adrenaline response? Sticky beer on her hands and a weak subway pole? Maybe a failed practical joke with a super glue covered beer bottle? A bunch of drunks that had fallen over themselves while she flailed around? None of it fit but she didn't know what the hell else to think.

Penny's stomach rumbled, reminding her it nearly dinner time, and she was in the completely wrong borough. She ran her fingers through her hair anxiously, then dropped her board to the ground and stepped onto it. It was already late, and she had a ways to go to her house, so she might as well get started. There was no way she was going to make her unofficial curfew. Uncle Ben and Aunt May weren't going to be happy at all.

Sure enough, it was well past dark when she finally made it home, and Ben and May were waiting for her in the living room as she let herself in. "Uh, hey! Sorry, I'm late, I know, I'm so sorry!"

"We were so worried," May started to say to her. Penny moved towards her to apologize more when a sudden jolt of something--panic? anger? adrenaline?--shot through her. Her hand instantly snapped out towards the source.

Penny found herself staring at the fly she had just caught out of the air. She was pretty sure her eyes were bugging out of her head. What the hell. Then she was struck by a sudden urge to eat the fly. WHAT THE HELL.

"Penny, that's a fly!" May exclaimed, looking a bit freaked out herself. That shook Penny out of her fugue state and she let the fly go, batting it away as she pasted a smile on her face. She couldn't keep herself from subtly licking her fingers. She felt like she was starving.

"Yeah, uh, yeah. Listen, I'm so sorry I kept you guys up. It was irresponsible of me, I shouldn't have done that, I'm so sorry, I'm so, so sorry." She gave May a brief one armed hug, then moved towards the kitchen. "I'm so hungry, too." No wonder a fly had looked appetizing. She felt like she could eat a horse. Or a horse's worth of flies.

She raided the fridge, grabbing everything that looked edible. The leftover meatloaf, the sandwich fixings, the cold mac and cheese, all of it. Penny piled it on the table and started chowing down, barely aware of the way that Ben and May were staring at her.

"I hope this doesn't mean another growth spurt is in the works," Ben said to May. "If she gets much taller we'll have to get the ceilings raised." Penny rolled her eyes but didn't stop stuffing her face. She felt like she hadn't eaten in weeks. "She's even eating your meatloaf! No one likes your meatloaf."

May spun to stare at him with consternation. "What do you mean no one likes my meatloaf?"

"This is the best meatloaf," Penny tried to say comfortingly to May, though it came out more like "Thif if thuh beft meadloaf" through her mouthful of food.

Ben looked a bit alarmed. "Drinking?" she heard him mutter to May in an undertone. 

"I don't think so," May whispered back. Penny rolled her eyes again. She wasn't drunk, just hungry. Very, very hungry. Freakishly hungry.

She cleaned out the last dregs of cold macaroni from the tupperware it had been in, officially polishing off the food, and then stood abruptly, deciding to make her escape to her room before things got weirder. She had been sitting for only a few minutes and yet she had easily eaten enough for three meals. And she still felt a bit hungry. It was starting to get disturbing.

"I'm, uh, I'm going to go upstairs now," Penny said awkwardly, conscious of the strange looks Ben and May were giving her. She started to retreat, then abruptly turned around and went back to snag the carton of ice cream from the freezer. "Okay, now I'm going upstairs. Uh, good night, I love you, sorry again for being late." She all but ran up the stairs, feeling her aunt and uncle's eyes on her back the whole way up.

Locking herself in her bedroom, Penny cleaned out the entire ice cream carton, before digging her phone out of her backpack. She had four missed calls and ten text messages from Gwen. Right, she was supposed to have called her. She tapped out a quick text message back saying sorry she couldn't talk and she would fill her in the next day, promise. Then she turned her phone off and rubbed her face. It had been a long day. Her misadventure at OsCorp, the fight on the subway, whatever the hell just happened downstairs, it was all too much.

Shucking her pants and jacket, Penny moved into her bathroom to splash some water on her face. She frowned as she spotted a bit of thread stuck against her neck. She grabbed it. No, not thread; it was a spiderweb. She slowly drew it away from herself and found it was connected to the back of her neck where she had been hurting earlier. With a quick yank, she popped it away from her skin, hissing in pain. That had stung. Lifting the web, she found one of the spiders from OsCorp dangling at the other end, dead.

Well then, Penny thought, a spider bite. That could definitely explain some of the things she was going through. She wasn't an expert on spiders, but she was a well-read genius and could put two and two together. She knew spider bites could cause nervous system reactions, so that could account for the strange waves of panic-like awareness that had coursed through her earlier. And the tiredness, hunger, and vertigo were all probably possible symptoms.

Penny briefly considered going to an urgent care clinic, but she knew that, contrary to popular belief, spider bites weren't generally that harmful. She checked the insides of her arms for hives and her lymph nodes for swelling, but everything seemed fine. So not an allergic reaction or an infection, at least not yet. She had no deep body aches, so the bite probably wasn't causing any irreparable nervous system damage. She decided just to sleep it off and see how things looked in the morning. She popped the dead spider into a small specimen bottle from the back of her desk drawer. Better to hang on to it, she reasoned, just in case she got sick and it needed to be tested for anything. Like lyme disease or maybe spider-rabies. With that settled, she fell into bed and was asleep as soon as she closed her eyes.

**Notes for the Chapter:**

> Things are finally picking up! Expect more canon divergence to follow, and I'll do my best to keep things faster moving from here on out.
> 
> Also, let's talk about the scene in the movie, the one where Peter catches the fly. The look on his face is ridiculous, he is obviously about to eat that fly before Aunt May says something to him. He even licks his fingers off after he lets it go! Andrew Garfield acts these scenes so well, he perfectly pulls off a Peter Parker that is trying not to freak out while absolutely freaking out on the inside. Sorry Tobey Maguire fans, Andrew is my favorite Spidey actor.


	5. Penny Parker's Terrible, Horrible, No Good, Very Bad Morning

**Notes for the Chapter:**

> Okay, so, they just announced that Marvel will be using Spiderman in the MCU, to be followed by more Spiderman stand-alones with MCU cameos. Fucking amazing. I am stoked as fuck. The only downside? No more Andrew Garfield. Okay, I get it, he's like 30 now, we should probably stop having the guy try to pull off being a teenager, but still! He's just so perfect. How can anyone live up to that? My dream is that they take the opportunity to get some Miles Morales up in this bitch, because no one else is going to be a better Peter Parker. No one. I know it's not going to happen because reasons, but still.
> 
> Also, they pushed back the Captain Marvel and Black Panther movies. What the fuck, Marvel. Don't play with my heart like this, I can't take this.
> 
> Spider-Gwen Countdown: 14 days remain. Two weeks. Get. Fucking. Hyped.

The morning came too soon for Penny. Her blaring alarm clock cut through her much-needed sleep and she groaned, rolling over to slam her fist onto the snooze button with a satisfying crunch. Squinting against the morning sunlight, her mouth feeling like cotton, she staggered to her bathroom and blinked at herself blearily in the mirror. Her hair was an absolute wreck. Shrugging, she grabbed her toothbrush and toothpaste and squeezed some out onto the brush.

Or rather, she tried to. Most of the tube of toothpaste was now on her mirror. She tilted her head as she sleepily considered it. Whatever. She swiped her toothbrush through it, then reached for the sink knob to turn the water on.

Only to have the knob twist off completely.

The spray of water that shot out into her face finally kicked her fully awake, and she panicked, snatching a towel to hold over the spray. The whole towel rack came with it, yanked from the wall. She flailed back from the flying rack, twisting in the cramped space of the bathroom to dodge it, and grabbing onto the shower curtain to steady herself. It came down too, along with the pole it hung on. In full blown panic now, she stuffed the towel onto the broken sink knob and tried to retreat to her bedroom, only to have the door knob break off in her hand. Penny froze, staring at the door knob. Slowly she turned, eyeing her now completely wrecked bathroom. Very, very slowly and very, very carefully, she moved to the hallway door of the bathroom and gingerly pinched the knob between two fingers. She held it as lightly as possible as she slowly turned it, and succeeded in escaping the room without adding to her path of destruction.

Safely back in her bedroom, Penny huddled on her bed, arms wrapped around her knees. She stared at her bedside table, which was covered in the shattered remains of her alarm clock. She had broken it without even noticing. Her hand should have broken before the clock did. She took a deep breath, and then another, on the verge of hyperventilating.

Penny had thought she was freaked out yesterday, but she was wrong. This right now, this was some quality freaking out. She felt like she was in sensory overload, painfully aware of everything around her, from the breeze from her cracked-open window to the impossibly loud humming of her computer. Her whole body felt like one raw, exposed nerve. Penny began staring down at her hands, which had started shaking, when something moved behind her, jolting her into action. She spun around in an instant, only to see nothing more than a spider crawling along one of her old skateboards. She could almost hear the sound it made as its legs moved along the board. More importantly, she had somehow known it was moving behind her without even facing it. She gave up on her attempts to relax, and indulged herself with a nice, comforting panic attack.

Penny kept staring at the spider as she reached up to fist her shaking hands in her hair. That reminded her. Spider bite. Right. Was this another symptom? Some sort of nervous system reaction causing hyper-awareness, and complete inability to temper her strength? She pushed off her bed and slowly shuffled to her computer. She stepped on one of her shirts on the ground on her way, and it stayed on her foot, trailing along behind her. Okay, that couldn't be a spider bite symptom, right? She was no expert but she was pretty sure she would have heard if tarantulas had started turning people into superglue, she thought a bit hysterically.

She sat gently at her computer and gingerly tapped at the keys, trying not to break anything else. She started a search on spider bites, but nothing was even close to this. And bite reactions varied by species--what species even was the spider from OsCorp? They were genetically modified, Penny was certain. Likely partly by her own father, if she didn't miss her guess. But what did that mean for her? She tried a search on "Richard Parker spiders" but was abruptly thwarted when the keys to the keyboard started sticking to her fingers, effortlessly popping off the board.

Penny was now so freaked out she had circled back around and reached a zen-like state of calmness. Or maybe it was just shock, whatever. She tried to think motivational thoughts to herself. Freaky shit was happening, and it wasn't stopping, and she could deal. She carefully peeled the displaced keys off her fingers and left them in a tidy pile on her desk, before moving to salvage what she could from her morning and get ready for school.

She layered herself in clothing, finishing by tugging on an oversized sweater that had long sleeves with thumb holes cut into them. That would cover most of her hands, hopefully preventing any accidental sticking situations. Leery of her seemingly freakish strength, Penny very carefully picked up her skateboard and backpack, and headed out to face the day. It couldn't get any worse, right?

To her surprise, boarding to school was a dream. The strange hyper awareness she had acquired apparently extended to a precise awareness of her own balance, and Penny made it in record time, careening down sidewalks and around corners like they were nothing. It did more to calm her down than anything else had that morning, her anxiety shedding away.

By the time she reached the school, nearly all of the tension had faded from her. Of course, her reckoning was waiting for her. Gwen stood at the front steps of the school, hands on her hips, frowning at Penny as she rode up. She looked angry. Angry Gwen was Not Good. Penny slid to a stop right in front of her, flipping her board up to catch it in her hand. 

"Uh, hey Gwen. Nice weather today, yeah?" Smooth, Penny. Smooth.

"Penelope Parker, you promised to call me last night," Gwen said severely.

Penny ducked her head. "Yeah, sorry, uh, things got kind of weird yesterday." Understatement of the year. "I meant to call, really, but there was, uh, this fight on the subway, and uh, some other stuff, and I just ended up crashing."

Gwen's eyebrows rose. "A subway fight? Are you alright?" She had gone from Warpath to Mother Hen in ten seconds flat. That was Gwen to a T.

"Yeah, yeah, I'm alright," Penny answered, except, she really wasn't, but she wasn't about to dump freakish strength and super glue hands on Gwen. Not before she knew what the hell was happening to her. "It was, uh, just some drunks getting into it but I got off at the wrong station, and yeah. Long ride home."

Gwen peered at her with a slight frown. "You know, you don't look so hot."

Penny self-consciously ran her fingers through her hair. She hadn't even bothered to comb it, let alone try styling it. She was sure her face was just as bad after the night and morning she had had. "I know, I know, I'm a wreck today. Uh, coming down sick, maybe. Yeah. Sick." Gwen was staring at her. Penny stared back, trying to make her eyes wide and innocent. See, this was why she never lied to Gwen. She was terrible at it.

After a moment, Gwen sighed and tugged on Penny's elbow, pulling her to sit together on one of the school benches. "So, spill," she said. "What was the deal at OsCorp? Speaking of which, Ava Ayala is pissed. Security turned her away yesterday. I got to hear all about it from her on the phone last night instead of talking to you." Her face made it clear it hadn't been a pleasant phone call.

"Uh, yeah, sorry about that. I mean about the phone call. Her phone call. Well, uh, my phone call too. My non phone call, I guess. Yeah. Not, uh, sorry for stealing the badge, that actually helped me a lot, but, uh, yeah." Penny rubbed the back of her head, conscious she was rambling again. She tried to compose herself and answer Gwen's other question. "And OsCorp was....I don't even know. Um, well, Uncle Ben told me some stuff about Dr. Connors, said he and my dad were close, and then after my parents, uh, left, he cut ties. So I wanted a chance to, uh, observe him before I talked to him, see what kind of a guy he was and all that." There, that was much more comprehensible.

"You know, you could have just asked me," Gwen said with exasperation. "I've been interning for the man for over a year now."

Penny shook her head. "No, you're an unreliable source," she said with a slightly teasing voice, never one to pass up any opportunity to needle Gwen.

"What?" squawked Gwen with disbelief. "Unreliable?"

Penny smirked at her mischievously. "Gwen, he could be a known serial killer, and you would still work for him as long as he had that impressive of a lab. He could just blind you with science."

"Blind me with science? Really, Penny?" Gwen looked a bit put out.

Penny giggled at the expression on Gwen's face, but then said seriously, "I just, uh, I just wanted to make my own opinion. This is kind of a, I dunno, sore subject? The whole mysterious past with my father thing."

Gwen looked sympathetic. "Yeah, I can understand that. So, what opinion did you come to?"

Penny shrugged. "I dunno. He seems alright, but...yeah. I still want to talk to him. See what he says. Then I'll know."

"You know, I have copies of all of his books. I can loan you a few if it will help," Gwen offered.

Penny smiled at her. "That would be great. Thanks, Gwen. You really are the best."

"Yes, I know," Gwen replied in her trademark snooty voice. Then she turned more serious. "So, why didn't you talk to him yesterday? You never said."

Penny fumbled for a cover story. Don't mention spiders, she told herself. Don't even think about spiders. Fuck, she was thinking about spiders now. "I, uh, got distracted. By some labs and stuff. It was, uh, you know, interesting and I got, uh, sidetracked." There, that was pretty truthful, right? Mostly. Ish.

Thankfully, Gwen took her awkwardness for embarrassment instead of dishonesty. "You are such a dork. Now who's the one blinded by science?"

"Yeah, yeah." Penny flapped a hand at Gwen. "Anyways, I still want to see him. Can you get me back in to OsCorp? Otherwise I'm going to have to go by his house, and that would just be weird. And kind of stalkerish. Yeah."

"I can try," Gwen said slowly, drawing the words out thoughtfully. "Give me a few days and I'll see what I can do."

"Thanks, Gwen. I mean it," Penny spoke with fervent gratitude.

Gwen smiled at her. "Don't sweat it. You're my friend and this is important to you. Of course I'm going to help." Penny just smiled back, thinking she was lucky to have a friend like Gwen.

Penny's good mood lasted right until the beginning of her first period class, when she accidentally snapped her pen in half, ink spattering across her hand and sweater. She then spent most of her second class trying to act casual as she repeatedly had to peel her pages of notes off her hands. There was a spot of brightness in third period when she reflexively tilted her head to the side to blindly dodge a spit ball, but in the following class she accidentally broke her desk chair by simply throwing herself into it with too much force. The whispered jokes about that incident followed her all the way to lunch break, which was thankfully incident-free as Gwen gave Penny a copy of Dr. Connors' most recent book and outlined some of his research for her. Penny shared her fifth class with Gwen, so she put extra focus into not breaking (or sticking to) anything, which backfired when she subsequently tuned out the lesson and couldn't answer a question when called upon. Sixth period was gym. Yeah, that wasn't happening. Penny decided to cut her losses and skip the rest of the school day, sneaking out the back of the school.

She killed time at her favorite park, paging through Dr. Connors' book. It was singularly fascinating, and detailed the history of genetic experimentation, from the selective breeding of animals that had existed since antiquity, to the ethical dilemmas of eugenics in people, and to the current biogenetic engineering that was pushing new frontiers, covering the science and theories behind them. 

It ended with a chapter detailing the current difficulties faced in the field, first and foremost being the issue of cell death. Implanting genetic code into animals that hadn't evolved with it meant that the recipient's immune system would effect the modified cells, causing them to either rapidly multiply beyond tolerance, resulting in uncontrollable mutations, or causing the cells to fail and die off in mass, resulting in immediate failure of the genetic effects (and, typically, death of the subject). However, if scientists could make a model that predicted the given probability of cell failure at any point of time after modification, they could in theory offset it with adjustments to the implanted genetic code.

And that sought-after formula was called the Decay Rate Algorithm.

**Notes for the Chapter:**

> The scene where Peter wakes up and destroys everything is one of the best in the movie. Sadly, they don't follow it up with his adventures in school that day, but instead cut straight away to him doing "homework" on his roof, which I think was a real lost opportunity. Watching Peter flail around at school would've been hilarious, so instead, Penny gets to do it for him.
> 
> Anyways, in the movie, Peter goes to Dr. Connors' house to talk to him. However, girls are generally taught that going all alone to the house of an older man you don't really know and then hanging out inside with him isn't exactly the smart thing to do. Penny has already snuck into OsCorp once with the goal of meeting Dr. Connors. Why wouldn't she just try it again? She's even got a girl on the inside in the form of Gwen.
> 
> Also, my explanation of what the Decay Rate Algorithm is supposed to represent is actually based off of what the science consultants for the movie came up with. It's based off of formulas that predict the probability of death at any given age in people, and the rate at which people (and their cells) age. Science!


	6. The Mysterious Mysteries Mystifying Miss Parker

**Notes for the Chapter:**

> I know my chapters tend to be shorter than average compared to most other fics, but I've decided to stick with that. I like it because it let's me bang out most of a chapter during my downtime at my job without messing with my writing schedule too badly, and I hope y'all like it since it means quicker, albeit shorter, updates.
> 
> Also, I am interrupting the Spider-Gwen countdown to inform you that we are now exactly one year away from the motherfucking Deadpool movie. Hell. Yes.

That evening, Penny dug out her father's secret file so she could compare his algorithm against the information in Dr. Connors book. She slipped it into her backpack and considered where she could go to look at it, since she wanted a little privacy but didn't want to worry her aunt and uncle by holing up in her room again. She had worried them enough the night before. An idea occurred to her, and she went outside to consider the flat roof of the front porch. She easily hopped up to grab the edge of it, and effortlessly pulled herself up. Well then, there were clearly some benefits to her new strength.

Penny dangled a leg off the side of the roof as she spread out the papers. She started working through the variables, now that she had solid information on what they stood for. The math seemed solid, and everything balanced out. It would obviously require modelling and testing to confirm it's accuracy, but this could very well be the Decay Rate Algorithm that Dr. Connors so desperately sought. So why didn't he have it? This file was clearly at least a decade old. Had he known her father had the equation when he disappeared? Was that why he had cut ties even before her parents had died? And why wouldn't her father have shared the equation? A decade head start on the development of cross-species genetics could have saved a lot of lives and done a lot of good in the world. A headache had started and she sighed, lifting her glasses to rub her eyes. The mysteries of Richard Parker were getting increasingly frustrating. She hoped Gwen could come through with helping her talk to the one man that might help her solve some of them.

"Penny? What on earth are you doing up there?" Her uncle was standing on the walkway to the porch, looking up at her with obvious concern. Well, so much for her plan to not worry him. She really needed to start thinking these things through better.

"Oh, I'm....homework. I mean, doing homework. Yeah." She clearly needed to work on her lying skills as well. 

Ben just frowned at her. "Well, be careful up there." She nodded at him, and scooted farther from the edge, grabbing her actual homework from her bag. Might as well make the lie honest.

That night Penny was in for another surprise. After putting her bathroom back into something resembling its usual condition, she stripped off her clothes to hop in the shower (her shirt only sticking to her hand briefly before she got it off, so hey! Improvement!) only to pause when something seemed different. She stared down at her body. She now had abs. What. She twisted to look at her back, which definitely had way more definition than she remembered, and her legs and arms had noticeably more lean muscle to them. She hadn't been in bad shape before, between her school gym class and her skateboarding, but this was a whole other level of fitness. Penny wondered how she had missed this. She must have been freaking out too badly that morning to realize it, and she had worn oversized clothing all day so maybe that could explain it? 

She then also realized that despite taking off her glasses for her shower, everything still looked...focused. Her eyesight wasn't that bad to start with, but this was freshly-cleaned-glasses levels of sharpness. Was her myopia gone? It did explain the tension headaches she had been getting all day with her glasses on. Okay. Free LASIK surgery courtesy of Dr. Spider. She could get behind that. She quietly mourned the loss of her wonderful glasses. Maybe she could get plain glass lenses put in?

Penny wasn't freaking out this time. Some measly muscles and perfect eyesight were nothing next to things like sticking to subway car ceilings and smashing alarm clocks. She was honestly pretty calm with the whole thing now, and she wondered what that said about her life. Well, she was at the age where one's body went through a lot of changes, she thought with dry humor. She somehow didn't think her health class lectures had meant something quite like this. She gave up on that train of thought and went ahead and showered. Checking her phone before bed, she saw she had missed a call from Gwen. Penny really wasn't ready to talk about this. She turned off her phone and went to sleep.

The next day Penny decided her time would be better spent working out her situation than going to school and wrecking more desks. She wore long sleeves to hide her new fancy musculature from anyone, snagged her backpack to prevent her aunt and uncle from suspecting anything, and headed out to get busy ditching class. She knew she needed to figure out what was happening to her, and as a scientist, that meant experimentation. She made her way to an abandoned warehouse down by the docks that she had photographed once, where she could be guaranteed some privacy, and began to comprehensively test her limits. 

She stretched to warm up, then found out the stretching was informative as well. She could lean forward and press her palms flat against the ground with no discomfort. She straightened, then experimentally leaned backwards in an arch to press her palms flat behind her as well. Penny felt almost fluid. She pushed her feet off the ground, slowly rolling her body backwards until she stood in a handstand. She held it for a long moment, and realized she didn't even feel like the blood was rushing to her head. She leaned to the side to lift one hand, carefully balancing solely on the other. Well, then. Her balance and physical control were obscenely good. 

Suddenly, Penny had an absolutely amazing idea. She dropped her feet back to the ground and skipped to grab her skateboard. Fuck methodical testing, she was going to find her limits the fun way. She promptly spent several hours indulging herself and skateboarding recklessly around the facility, pulling off tricks and moves she never would have even attempted before. It was exhilarating. She felt like she was aware of where her entire body was spatially, in a way she never was before, and even when she slipped up, her strange warning system kept her from injury as it prompted her body to react instantly to anything dangerous. Finally, she rode her skateboard straight up a makeshift ramp onto a wall and at the apex of her rise, leapt off her board to land against it, trying to capture that sensation of pulling she had felt when sticking to items before.

It worked, and she stuck against the wall, easily ten feet off the ground. Penny stayed perfectly still for a good minute, trying to memorize the feeling, then deliberately tried to let go of it. It worked, and she dropped softly back to the ground. Well. That was something. She decided not to test her limits on that ability just yet. If she started climbing, she felt like she might never come back down.

Instead, Penny decided to test her strength and see if she could figure out how much she needed to limit it to function like a normal human being. Well, as normal of a human being as she could be, which really wasn't that normal even before The Spider Incident, as she was currently calling it in her mind. She started lifting the assorted defunct equipment scattered throughout the facility, taking time to break some items just to see how much force she required. The answer was usually, very little. She moved to larger and stronger items, before she finally stood, hefting an industrial sized dumpster over her head with barely any strain. She tossed it away from herself, watching as it went nearly twenty yards before landing with a resounding racket. Penny knew she could no longer live in denial: the spider bite had changed her.

She was getting a pretty good handle on her new level of strength, at least, and some control over superglue tendencies. Penny walked to a nearby wall and carefully climbed her way up, hands and knees holding fast against the smooth concrete, before swinging to sit on one of the high rafters of the building. She let her legs dangle as she contemplated everything.

Okay, so the spider bite had changed her. What exactly did that mean for her? And how did it happen? Cross species genetics, whispered a voice in her head. It made a certain degree of sense. Spiders were very strong, proportionately speaking, and definitely pretty fast and agile. And they definitely stuck to walls. She really needed to research the process behind that, she noted, since she couldn't see anything visibly different with her skin, and could even with effort stick through her clothing. That implied an attractive force of physics instead of any sort of quality of the surface of her skin. Maybe some sort of electric force, like what caused static cling? Or something more like the bonding forces between atoms? She would have to look into it.

Still, cross species genetic changes only explained part of things. The spiders must have been modified to not only produce their special webbing, but to have venom that could instigate system wide genetic changes, but Penny knew what Dr. Connors book said. The spiders couldn't have been modified correctly without the Decay Rate Algorithm, and she should have already either mutated uncontrollably, or be dead. The effects of the gene therapy worked very quickly, on a scale of minutes to hours, and it had already been two days, implying a successful result. Really, she reflected, she was lucky she hadn't grown four more limbs and started squirting webbing out of her orifices. Ick. But Penny was whole and hale, which implied the spider that had bitten her had been modified with the appropriate algorithm, and if that was the case, why didn't Dr. Connors know it? And why weren't they using the spiders to cure cancer or make super-soldiers for the military or something? It didn't make any sense at all. There was some piece of the puzzle she was missing, she was sure of it.

And until she had the whole picture, there was no way she was telling anyone about this.

Penny gave up on worrying about it. Honestly, this was the most fun she had ever had in her life. She flipped over to hang upside down on the rafter by her legs. Okay, so maybe she was in love with this. She hoped these powers stayed forever, urges to eat flies and all. And speaking of urges...from her inverted position she eyed some nearby chains hanging from the neighboring rafter. Okay, so it was good she wasn't spitting out webbing, but that didn't mean she couldn't have a web. She jack-knifed her body to flip away from where she hung and caught the chain, sending herself swinging. She caught another chain Tarzan-style, then used this one to swing in a wide circle, bringing her back to the wall, skidding along it perpendicularly. She kicked off and caught a third chain, letting this one drop down before she twisted her body to swing it back up, running her way up the wall with her sticking power. She made it all the way to the ceiling, and jumped for it, catching it with her hands, her body hanging freely. She laughed out loud, then whooped at the top of her lungs, hollering with sheer joy, high on adrenaline.

She dropped down from her perch, landing lightly on her feet despite the twenty-plus-foot drop, and snagged her bag and board to head out. School should have ended by then, so she could safely go home without arousing any suspicion from her aunt or uncle had they beaten her there. The high from her adventures lasted the entire way home, and she found herself grinning so widely her face hurt. However, as she rode up to her house, she was greeted with sight that instantly sobered her. Gwen Stacy was sitting on her front steps. And she didn't look happy with Penny.

Penny froze, fingers twitching as she considered fleeing. Upsetting Gwen twice in as many days was tantamount to suicide. But Gwen had already spotted her, so she decided she might as well woman up and face her doom. She tucked her board under her arm and walked up to Gwen, stuffing her hands in her pockets and slouching in resignation.

"Hey, Gwen," she said softly, not even bothering to try her casual act. She knew Gwen wasn't going to let anything slide this time, and acting otherwise would just anger her further.

"Penny, we need to talk." Gwen's voice was deadly serious. 

Penny nodded, feeling subdued now, then jerked her head towards the front door. "Talk inside?"

"Sure," said Gwen, standing up and brushing off her skirt. Penny unlocked the door and let them in, tossing her board and bag in their customary spot at the bottom of the stairs. The house was empty, which was a small consolation. At least she didn't risk her aunt and uncle overhearing any of the lecture that was undoubtedly coming. She wandered into the kitchen and snagged a pair of bottles of apple juice from the fridge, tossing one to Gwen.

"My room," Penny said, leading the way upstairs as she chugged her drink. Gwen followed, seating herself on her bed as Penny (gently!) flopped into her desk chair, spinning around in it aimlessly. "So," she said, simply.

"So," Gwen echoed with a scowl. "I looked for you after school yesterday. When you didn't show, I asked around and found out you ditched class. And then you missed today as well." She stared hard at Penny. "I thought maybe you were sick after all." Penny shrugged a shoulder, looking away. No point in trying to lie about that again, Gwen could obviously see she was in perfect health.

Gwen continued. "Then you don't answer any of my calls or texts." Penny's phone was still in her bag. She hadn't even thought to check it, as consumed as she had been with her new found powers. "I thought maybe you were too sick to answer. So I cancelled my tutoring sessions and came over. I was really worried, Penny!" 

Penny sank lower into her chair with guilt. "Gwen-" she started.

"Let me finish!" Penny shut up. Gwen glared at her. "You know what I found when I got here? An empty house! That's not cool, Penny."

"I'm really sorry, so sorry, Gwen," Penny answered miserably. "I didn't even think--"

"No, you didn't think," Gwen cut in. "Penny, what is going on? Where exactly were you today? You've been acting so weird these last few days and you won't even tell me anything!"

Penny pulled her knees up to her chest and wrapped her arms around them. She couldn't tell Gwen about everything. These, these spider powers or whatever they were, that was something she barely had a handle on, and she was nowhere near ready to discuss it. But maybe she could let Gwen in on some of the other stuff? She could honestly really use her insight, actually. She felt suddenly nervous. "Okay, um, first off, this, this has to stay between us, yeah? Just us. Promise?"

Gwen nodded slowly. "Of course, Penny." She was starting to look more concerned than mad.

Penny slid to her feet and went to fish her father's secret file out of it's current hiding spot in the back of her closet. "Remember, uh, a few weeks back, how I said I had, uh, found some things of my dad's?"

"Yeah, that was how you found out about Dr. Connors, right?"

Penny nodded. "Well, the thing is, I uh, also found this." She sat next to Gwen on the bed and opened the file, displaying her father's calculations. 

Gwen leaned to peer over her shoulder in fascination. "Is that what I think it is?" Right, of course Gwen would know about the Decay Rate Algorithm problem.

"I'm not sure, but I, uh, think it might be. If you mean Dr. Connors', uh, the formula he's looking for." Penny tapped on the equation in question. "I didn't really, uh, think anything of it until you gave me that book. I've done the math, it, it looks like it should work."

Gwen turned to stare at her. "But then...why is it in this folder?" 

Penny had known Gwen was smart enough to see right to the heart of the problem. She shrugged helplessly. "I'm not sure. The file was, uh, hidden in his stuff. My father's stuff, I mean. Secret compartment. Yeah. That's why I wanted to, to see Dr. Connors before I talked to him. Because this is, uh, this is weird, and I don't know what's going on."

Gwen nodded slowly. "Well, let's figure it out. What are the options for why the equation was in the folder?" 

Penny appreciated her logical approach to the problem. "I don't know. I don't think, uh Dr. Connors knows it exists? Assuming it even works. Because he wouldn't spend, uh, the last ten years with no arm otherwise."

Gwen tilted her head. "Let's go ahead and assume this is the working algorithm for now. That will make things simpler. So your father found it out when he was working with Dr. Connors, but then didn't share it with him, and hid it away. Why?"

"That's the, uh, question." Penny rubbed the back of her head. "He didn't really, uh, I don't really know anything about him. About what happened. He left me and this, uh, folder here with my aunt and uncle, and then he and my mom disappeared. And then they, they, uh, they turned up dead. In a plane crash." She bit her lip.

"Wow. That's pretty heavy stuff." Gwen wrapped an arm around Penny's shoulder and she leaned into it in gratitude.

"I don't know what to think. It's all, uh, pretty bad options. Like maybe my dad was up to something shady? Trying to, I dunno, sell it to someone?" Penny bit her lip again. She didn't want to think that of her father, but it was the option that made the most sense. "Or maybe, uh, maybe there was something with Dr. Connors that he, he didn't like and he didn't want to share it with him. Or maybe, uh, there was a third party he was trying to keep it from?"

"Or maybe it's a coincidence," Gwen offered. "Maybe he was going to share it when something unrelated happened, whatever it was that made him leave you like he did. He could have been planning to come back and finish his work, but then, well..." she trailed off.

"Then the plane crash," Penny finished for her. Gwen rubbed her back, but Penny actually felt a bit better. She hadn't considered that option, but it was a more positive one than what she had been thinking. It still didn't answer the mystery of why her father had left in the first place, but it would make the mystery a smaller one. See, this is why Gwen was so great. She could see the things Penny couldn't. Then Penny sighed heavily. "Or maybe this formula isn't even right, and my father was just, uh, paranoid enough to hide a file for, for no reason. My aunt said he was really secretive."

"There's only one way to find out," Gwen pointed out, and Penny knew she meant talking to Dr. Connors. But then Gwen started grinning. "It's a good thing I have a present for you." She let go of Penny's shoulders and reached into her jacket pocket to pull out an OsCorp badge that read 'Penelope Parker - Intern' on it.

Penny's eyes lit up. "Oh man, that's awesome!" She took the badge and eyed it closely. "How did you manage this?"

Gwen grimaced. "Ugh, don't even ask. I had to flirt with one of the most stereotypical creepy IT guys you can imagine. But it works everywhere the other intern badges work and no one will even look twice at you."

Penny grinned widely. "That's perfect!" Then she frowned. "Wait, doesn't your badge just say 'Gwen Stacy'? Why does mine have to say 'Penelope'?"

Now Gwen was the one grinning. "Nicknames are a Head Intern Only privilege." Penny rolled her eyes at her. She knew Gwen just did it to be mean.

"You know," Gwen started. "You could have just told me you were freaking out instead of disappearing for two days. What were you even doing?"

Oh crap. Penny tried to think of a story that didn't involved climbing walls. "I was skateboarding." That was true. "It always clears my mind." That was also true. Just not the whole truth. Maybe she could manage this lying thing this time.

"Oh thank god, I thought it was drugs." She actually sounded serious.

"Drugs? Really Gwen?" Penny asked with disbelief.

"Well, you were acting really weird! I mean, weirder than usual, you weirdo," Gwen defended with a grin.

"You're the weirdo!" was Penny's lame comeback, but she was laughing. "So, you staying for dinner or what? I've got some new photos I want to show you."

"Of course! I will never pass up your aunt's cooking," Gwen said, before frowning at Penny with mock seriousness. "None of those photos had better be of me." 

"No promises!"

**Notes for the Chapter:**

> So the best fanon explanation I've seen for the whole superpowers = instant muscles trope is that the healing factor causes them. Muscles develop when your body heals torn muscle fibers by combining them together, making them swell up, so super healing = super swole. Science! Penny, being female and thus lacking the testosterone to get truly big would mostly just end up with lean muscling. Kind of like Peter did. Really, Peter should have ended up built more like Wolverine or Deadpool, to name a few healing-factor-types, but hey. Not like one can get too nit-picky about the scientific accuracy of a universe where people are literally shooting lasers out of their eyes and shit.
> 
> As far as the science behind sticking to walls, according to the Official Handbook of the Marvel Universe, Spiderman is able to "enhance the flux of inter-atomic attractive forces on surfaces he touches, increasing the coefficient of friction between that surface and himself." Okay. Whatever. Still better than growing hairs all over, right Tobey Maquire?
> 
> This chapter is also another example of where I've fiddled with the timeline. In the movie, Peter wakes up, wrecks a bunch of shit, sticks to everything, and then the movie immediately cuts to Peter on the roof and then Peter talking to Dr. Connors, and it seems to imply at least several days passing if not weeks. And yet Peter has been going to school and presumably not wrecking everything or sticking to everything without any problems? Instantly with no effort? Plus the whole scene with him dunking on Flash. But it's not until the day after meeting with Dr. Connors that he goes and dicks around with his powers to figure them out? That makes no fucking sense, especially for a guy like Peter who seems fascinated with scientific mysteries. So, I fixed it.
> 
> Also, I love writing Penny and Gwen together. Their dynamic is just so fun. I would totally write a fic that's just Penny and Gwen hanging out doing shit. Oh wait. That's pretty much this fic.


	7. In Which Penny is Awkward as Fuck

**Notes for the Chapter:**

> I'm sorry this chapter took so long, but it was incredibly hard for me to write. Scenes with Penny and Dr. Connors just don't seem to work for me. In fact, I skipped ahead and wrote most of like three more chapters before coming back and forcing myself to do this one. (I also accidentally briefly published one of them before taking it down so if you saw a notification that's why, sorry.) 
> 
> In the end, I figured out the problem was that I couldn't get a grasp on Dr. Connors, and couldn't get into his head. So I went and re-watched the movie again with an eye on him, and listened to the commentary again, until I had him all sorted out. In the movie, he doesn't feel very nuanced. He's in science, but for mostly selfish reasons, he has a flair for the dramatic that escalates into megalomania by the end of the movie, and while he briefly shows some moral fortitude re: the veterans hospital, most of his "morality" is from a pretty self-centered viewpoint. He mostly ends up feeling like a pretty cookie-cutter misguided-maniac-flavored villain waiting to happen. And yeah, he's nominally back to being a not-villain at the end, but it doesn't really feel like true internal character conflict to me. 
> 
> However, there are several deleted scenes involving him and Peter that add much more dimension to his character, and I'm likely going to incorporate them, as well as the relevant plot elements from those scenes that ended up cut from the movie itself. So don't be surprised if that happens. Still, their scene was a bitch to write, so I rewarded myself with some Gwen and Penny being total besties time.
> 
> Spider-Gwen Countdown: One week left! Get hyped!

Despite getting the badge from Gwen, Penny still waited another week before actually following through with visiting Dr. Connors. She mostly spent that time trying to decide what the hell she was going to actually say to the guy, and she subsequently spent a lot of time down at the docks at her new favorite haunt, burning off nervous energy by climbing walls. Gwen finally cornered her after school one day, tired of her working herself into a twitchy nervous wreck, and informed her that she was coming to OsCorp that afternoon, no ifs, ands, or buts. Gwen made good on that threat, dragging her along to join the rest of the genuine interns in the lab, drawing a few curious glances from them.

Gwen unceremoniously shoved her in the direction of Dr. Connors' office. "Go talk to him Penny. Before I drag you in there myself." She would do it, too. Penny sighed, and slowly made her way over, feeling like she was walking to the gallows.

Dr. Connors' office was in the back of the lab that the interns worked in, separated from it by walls of glass, giving him clear view of the entire lab. Unlike the streamlined, modern aesthetic of the lab itself, his office was more traditionally decorated, lined with mahogany bookcases, all covered with actual books and the odd herpetology-related knickknack. Penny could see the man himself inside, sitting behind his desk as he wrote something, and she took a deep breath before moving to the door to his domain. The door was also glass, and Penny spent a long moment trying to decide if she was supposed to knock on it or what the deal was. She didn't want to smudge the glass with her knuckles, and wasn't knocking kind of unnecessary with a transparent door? Or was it still the polite thing to do? She fidgeted a bit awkwardly, before realizing Dr. Connors had noticed her hovering and was looking up at her with a slight frown. Penny twitched and pushed the door open, putting a handprint square in the middle of it, then found herself pointlessly knocking on it after it was open. Smooth.

She tried to at least sound intelligent, since apparently looking it was right out of the question. "Uh, hi, Dr. Connors, uh, you don't remember me but, uh..." she trailed off, trying to remember what she had planned to say. She had made a script in her head, but now faced with the man himself, her mind had completely blanked.

But Dr. Connors was looking at her with recognition. "You're the intern from the other day."

Penny gave him one of her signature twitchy nods, twisting her hands together. "Yes. Well no. I mean, uh, yes I was that intern but, uh, I'm not actually an intern, well I mean yeah I have an intern badge on but--"

Dr. Connors was staring. So much for sounding intelligent. Just spit it out, Penny, she told herself. "Anyways, look, I'm Richard Parker's kid." There. Done. Good job, Penny. She awarded herself a point. Too bad she had already subtracted fifty points for rambling like a total idiot.

Dr. Connors slowly rose from his chair, gaping at her. "Penelope?"

"Penny, actually, but yeah." She jammed her hands into her pockets and rocked on her feet nervously, leaning on the still-open door.

He gazed at her for another long moment, eyes bright. "The last time I saw you, you were...well, much younger." He smiled. "It's a bit of a shock to see you now, all grown up. Here, you had better come inside." He gestured for her to enter his office and directed her towards the chair in front of his desk, before seating himself back down. She flopped into the chair, dropping her bag and board on the ground beside her, and started distractedly tinkering with one of his paperweights, before realizing what she was doing and dropping it back on his desk, clenching her hands together in her lap instead.

Dr. Connors was still looking at her intently. "You know, I think I would have noticed having a Penelope Parker as an intern." She froze, glancing at him with wide eyes, hoping she hadn't just gotten Gwen into a load of trouble. "Don't misunderstand me, I'm not upset. Just curious."

Penny shifted nervously, reaching up to idly fiddle with the corner of her father's glasses--she had made good on her plans and had clear lenses put in. "I, uh, I heard you had worked with my dad, and I don't, um, I don't really know anything about him. Or about his work or what he, uh, what he was doing. Also biogenetic engineering is really interesting. Like, really, really interesting." Mostly because of the fact that she was clearly a product of it, but whatever. "So I, uh, wanted to see you, maybe get a chance to talk to you. So I, uh, you know, snuck in. Yeah."

Dr. Connors smiled at her a little sadly. "I'm afraid I can't help you much, Penny. I don't know why your parents left, or where they were going." 

Penny shrugged, not terribly surprised. Apparently no one knew that, except her parents themselves, and they were dead. She changed the subject. "I read your book. Your recent one, that is. It's really something." She decided to fish for information. Think subtle thoughts, she told herself. Don't act weird. Well, any weirder. "Do you really think it's possible? Cross-species genetics?" There, that wasn't too bad.

"Yes of course," Dr. Connors spoke passionately, "but for years your father and I were mocked for our theories, not just in the community at large, but OsCorp as well. They called us mad scientists." Penny listened in fascination. "And then your father bred the spiders and everything changed."

"Spiders?" Penny interjected before she could stop herself. This was exactly what she needed to know about.

Dr. Connors nodded, looking animated. "Yes, spiders that were modified to produce incredibly strong webbing, among other things. They were one of the first great successes in the field--nothing had ever been genetically engineered on that scale before. The results were beyond encouraging, they were spectacular!" His paused, his enthusiasm fading. "We were going to change the lives of millions. Including my own." Dr. Connors gave a heavy sigh. "Then it was over. He was gone. He took his research with him, and I knew without him that I..." he trailed off quietly, his jaw clenching.

After a moment, Dr. Connors looked at her with a pained expression. "I was angry." Penny understood that feeling all too well. "So I stayed away from you and your family, and for that I'm truly sorry." 

"Don't be," Penny said softly, hearing the raw, honest emotion in his voice. She had forgiven him in an instant. "I understand completely." And she did--she knew exactly what being abandoned by Richard Parker felt like, and it had never occurred to her that she might find a kindred spirit here. She had spent the past few weeks thinking the worst of Dr. Connors, that he hadn't cared, when really he had clearly cared too much. He was smiling at her again now, eyes bright.

Penny tried to steer the conversation back to less emotionally-fraught grounds. "Say it worked, say you, you got it to work, what would it be like?" She thought about what had happened to her. "How much would the foreign species take over? What could the side effects be?"

He raised his eyebrows at her. "It's hard to say, considering no subject survived," he replied. Well. Wasn't that comforting. "The problem was always--"

"The Decay Rate Algorithm?" Penny interjected, feeling a bit intense as they reached the topic that had consumed her for the last month.

He looked at her seriously. "Right."

"Right!" she repeated back brightly, grabbing her back and digging around in it. She pulled out one of her notebooks and a pencil. "Can I, uh..." she gestured inelegantly at it, but Dr. Connors seemed to understand what she was getting at.

"Of course," he nodded at her encouragingly.

She started scrawling down the equation she now knew inside and out. Her father's Decay Rate Algorithm. She felt Dr. Connors' curious gaze on her, making her twitch a little, but she finished writing everything out, ripping the page out of her notebook with a flourish and passing it to him. His eyes roved over it, and stared at it with something like wonder. "Extraordinary," he breathed. "This looks..." He lifted his head to stare at her, that same awed expression on his face. "How did you come up with this?"

Penny shrugged, not really wanting to lie and take credit for it, but not wanting to completely give away her father's secrets, either. She settled for something in between. "I've uh, I've been thinking about it a lot and, well, uh..." she tapped her pencil on her temple.

"Penny," he asked, starting to sound rather excited. "How would you feel about assisting me with this?" 

She nodded rapidly. "I would, I would love to." This was her chance to solve the mystery of herself, and maybe do a little good for science in the process. Dr. Connors clearly had his heart in the right place.

"There's not enough time today but...can you come back tomorrow?" he asked her, and she nodded again. "Thank you. I will add you to my official intern list--not that you will be working with them," he added, correctly interpreting the look of vague alarm on her face. "You will work directly with me. But this will give you full access to our work here. And you can keep that badge," he added, a little teasingly, making her smile. Penny felt lightened, like a huge weight had lifted off of her shoulders. 

He rose from his seat, and she stood as well, slinging her bag and board onto her back. He offered his only hand for her to shake, and she had a brief moment of panic as she tried to figure out if she should try to awkwardly grip it with her right hand like it was a normal handshake, or with her left hand since it was his left hand. She compromised and grasped it with both of her hands, trying not to make an ass of herself. "Thank you for coming here today, Penny." He smiled at her again. "I will see you tomorrow."

Penny exited the office with a bounce in her step, feeling more carefree than she had since...well since before The Spider Incident. Or even since before The Briefcase Incident, for that matter. She made her way to Gwen, who was watching over a table of interns as they did something boring-looking with liquid chromatography strips. Gwen caught sight of her as she approached and grinned widely.

"You look happy. Did it go well then?" Gwen asked.

Penny nodded with a rueful smile. "Yeah, I was worried about nothing. Dr. Connors is a good man." 

Gwen looked a bit smug. "I won't say I told you so, but...I told you so." 

Penny rolled her eyes. "Whatever. Anyways, he made me an real intern too, so you don't have to worry about getting in trouble any more."

"An intern?" Gwen looked surprised.

Penny nodded again. "Not for your internship but, uh, for helping him. I'm, uh, coming back tomorrow to work with him on the, the Decay Rate Algorithm."

Gwen stared. "So you did show it to him. That's big stuff, Penny. Like, big big. If it works, it could revolutionize the field."

"And do a lot of good," Penny pointed out. "I want to do that, to, to finish my father's work."

Gwen smiled at her. "That's a great thing, Penny. Listen, you should come over tonight to celebrate! My mom is making chicken cordon bleu, and then we can eat ice cream and paint each other's toenails. A proper girl's night!" 

"Sure thing, Gwen," Penny agreed with a laugh. Gwen knew Penny wasn't really about that life, eating fancy meals and being stereotypically "girly", but she also knew Penny would do for her it anyways, so it was moot. Plus, Penny did love ice cream. "Anyways, I'm going to go and do some homework." And swing around on some chains in her abandoned warehouse, she added silently. "I'll meet you at your place?"

"Seven o'clock!" Gwen prompted her firmly. 

Penny flapped a hand at her. "Yeah, yeah. See you there!" She made her exit, grinning with excitement. Her life seemed like it was finally back on track, going better than ever, even. Amazing new abilities, a link to her past, an incredible scientific opportunity and, of course, her wonderful best friend. Life was good.

She did her homework in the rafters of "her" warehouse, then killed time trying to see how far she could jump from chain to chain. She had long since hung more of them from the ceiling, as well as making an extensive playground of makeshift obstacles, jumps and ramps for her skateboarding. It was great fun, but a little lonely, and Penny had recently found her desire to share this with Gwen growing more and more as her confidence with her abilities rapidly increased. She promised herself that she would do so as soon as the Decay Rate Algorithm proved itself correct, now that it looked like a real possibility. Gwen could keep a secret, and she would definitely share Penny's scientific excitement, even if she would probably be a bit horrified that Penny had kept something so dangerously unproven to herself for so long. And, Penny admitted to herself, she wanted to show off a little.

Eventually, Penny rode her board across town to hang out with Gwen and her family, calling May on the way to let her know not to expect her until late. She entered the fancy apartment building the Stacys lived in, getting the usual dirty look from the doorman in the process. He didn't like her, with her ratty clothes and skateboard, and the feeling was fiercely mutual. She made a rude gesture behind his back, before running up the twenty floors of stairs to the palatial apartment Gwen called home; post Spider Incident, climbing stairs held much more interest than riding the elevator, even if she couldn't go up the walls like she would have preferred, given the security cameras found in a ritzy building like this. Not even out of breath, she knocked on the door to the apartment, and it was shortly opened by Gwen's mother.

"Hi Mrs. Stacy," Penny mumbled, rubbing the back of her head shyly. She always felt awkward around the older woman, who was intimidatingly polished and elegant, and an incredibly high-powered attorney to boot.

"Hello, Penny," Mrs. Stacy replied with a fond smile. Penny sometimes got the sense that she found her awkwardness terribly endearing. "Come on in, dinner is almost ready. I believe Gwen is in her room if you would like to go visit with her first." 

Penny made her way down the hallway to do just that, waving at Gwen's two younger brothers as she passed where they sat playing video games in the plush living room.

"Hey, chica," she called, letting herself into Gwen's room and dropping her bag and board just inside the doorway.

Gwen turned from her computer to grin at her. "Look at you, all on time for once."

"There's a first time for everything, right?" Penny shot back, smirking. So maybe she was late to things sometimes. Okay, a lot of the time. All the time. Whatever.

Penny and Gwen killed time watching stupid videos on the internet for a few minutes before they were called to dinner. Penny seated herself next to Gwen and across from her brothers Simon and Philip, Gwen's parents sitting at opposite heads of the table. The Stacy family was very proper about some things, and dinner was one of them. It was a marked contrast from the casual, relaxed meals Penny shared with her aunt and uncle at home, but they were just as warm and loving, so she thought the distinction was ultimately meaningless. Even if the fancy meals were sometimes convoluted ordeals.

Chicken cordon bleu she could handle, though. It wouldn't be like the time she had to try to figure out how to eat Cioppino, or the time she had been presented with an entire cooked crab and a strange, hinged utensil forebodingly called a "crab cracker". And that wasn't even touching on some of the inscrutable desserts that she had been served. Nothing was ever going to beat Bombe Alaska--having her dessert casually set on fire right in front of her had been quite an experience. Penny loved the Stacys, but man, they sure made eating complicated sometimes.

Speaking of which, Penny waited until Gwen had started eating, eyeballing which fork she was using before picking up her own. Copying Gwen was her tried-and-true method of avoiding a social faux pas, since all attempted etiquette lessons had failed to stick. Seriously, who needed three forks for one meal? On one perplexing occasion there had even been four of them. At least she was unlikely to upend a saucière ever again, given her new spider-awareness. Which reminded her, she really needed to think of a better name for that.

"So, Penny, Gwen tells me you are doing a science internship with her now," Mrs. Stacy said conversationally amid the clanking of utensils on porcelain. Penny had just stuffed a large forkful of food in her mouth, so she settled for nodding at Gwen's mother as she hurriedly chewed.

Penny finally managed to swallow her mouthful, freeing her to talk. "Yeah, uh, I mean yes. Yes, ma'am. It's with Dr. Connors, too."

"Penny is going to be personally assisting Dr. Connors with some experimental research," Gwen put in, giving Penny a quick smile.

Mrs. Stacy raised her eyebrows at that. "Impressive." 

Penny dropped her eyes to her plate, blushing. "Thanks," she mumbled. "I'm, uh, really excited about it."

"I'm glad to see you girls doing so well in your studies," added Gwen's father. He turned to Simon and Philip. "You boys learn from their good example, got it?" Penny wasn't sure she really counted as a good example, but who was she to argue?

"So, how was your day, Dad?" Gwen asked, thankfully changing the subject from Penny, and the conversation flowed on as he began describing some car theft ring that was causing problems for him at work. He was a high-ranking police captain for the NYPD, and as a result Penny was never really sure if she should call him Mr. Stacy or Capt. Stacy, and mostly settled for doing neither, awkwardly dancing around addressing him in conversations. He clearly loved his family a great deal, but he was a stern, authoritative man, and Penny found him nearly as intimidating as Gwen's mother. She and authority didn't always see eye to eye.

Gwen and Penny excused themselves from the table after the main course was finished, Gwen mentioning their plans for ice cream and "girl time", which had Mrs. Stacy smiling fondly at them and Philip and Simon making disgusted faces. An upper-class upbringing couldn't stop boys from being boys.

"Thanks for having me over," Penny said to Gwen's parents as Gwen collected the ice cream and bowls. 

"Of course, Penny. You are welcome any time," said Capt. Stacy firmly. That was the nice thing about the Stacys. She might just be Gwen's weird, uncultured friend, but they never treated her worse for it. 

"Dinner was wonderful," Penny added to Mrs. Stacy. 

"Thank you, dear," Mrs. Stacy replied warmly. "You girls go have your fun."

In the bedroom, after polishing off their ice cream, Penny and Gwen spent some time chit-chatting about topics such as boys, what movies were coming out soon, and the recent scientific advancements in their favorite fields of study. As they talked, Gwen made good on her threat to paint Penny's toenails, neatly coloring them in alternating red and blue, two of Penny's favorite colors. Penny returned the favor, coloring Gwen's in teal and magenta, her handiwork not nearly as precise. It looked like her spider powers had done little to improve her nail polish skills. That made sense, she reflected. Spiders didn't have toenails. Eventually Penny found herself muffling yawns, and said her goodbyes, hugging Gwen before heading home to sleep, full of excitement for what the next day would bring.

**Notes for the Chapter:**

> Poor, poor Penny. She has no idea.
> 
> I think Dr. Connors making Peter a semi-official intern in the movie makes sense. Peter seems to freely come and go from his lab with no issue, and Dr. Connors mentions giving everyone the week off in that one scene, seeming to imply Peter was part of "everyone". It's not explicitly stated, but it ties up a few small loose ends. I'm rolling with it for Penny.
> 
> I got rid of one of Gwen's brothers. Three brothers is too many. Sorry, Howard. Godspeed.
> 
> Also, I show Penny dicking around with her powers a lot because, let's be honest, who wouldn't? They don't show Peter doing it as much pre-Ben's death, but it's obviously happening. I also hid a tiny Spider-Gwen reference the sharp-eyed among you might have caught.


	8. Harsh Words and Hurtful Truths

**Notes for the Chapter:**

> Writing mean relationship fight dialogue is hard. It actually puts me in a really bad place to try and get in the characters' heads (mostly because it reminds me of this one awful, abusive ex of mine) and then I end up mad and bitter over literally nothing. And then I have to go pet kittens or something for a while. Writing is weird, guys.
> 
> Important announcement: CoyotePop is selling limited edition Spider-Gwen hoodies, among other ones from the Spider-Verse (including Miles Morales yeee), for one week only starting today! Go order one!
> 
> https://www.facebook.com/CoyotePOPConcepts  
> https://www.etsy.com/shop/CoyotePopClothing

The next day passed in a blur, Penny far too excited about her afternoon plans to pay much attention to her classes. Not that it mattered, since she could sleepwalk through most of them and still pull down straight A's. Gwen was far too amused with her anticipation during lunch break, and she only laughed when Penny all but ran to leave the school after final period. 

Then Penny made the unfortunate decision to cut through the gymnasium on her way out. Flash was there with some of his friends from the basketball team, shooting hoops, and as she walked by, he took the opportunity to try and bounce a ball off of her head. She ducked it easily and scowled at him. Flash had mostly left her alone since that incident in the lunch yard a few weeks before, possibly out of guilt, but apparently that reprieve was at an end.

"Aw, what's wrong, Penny?" he mocked. "Scared of a basketball?"

Penny just rolled her eyes, not in the mood for any of his dumb games. "Grow up, Flash." She saw his jaw clench at her clear dismissal of him, but she turned away to leave before he could reply. She had better things to do than waste her time on him. Namely, experimental science at OsCorp.

She had only gone a few steps when she heard him call out behind her with an unusually vicious tone. "So tell me, Penny, were you just born an uptight bitch? Or did you have to practice?"

She froze in her tracks before turning back around, blood rushing to her face. "I don't know, Flash. Were you just born that stupid or did someone drop you on your head?"

He blinked, looking a bit thrown, clearly not expecting her to strike back, but the stress of the past few weeks had worn her thin and she was officially sick of his dumb bullshit.

She pushed onwards. "I mean, we all know you didn't get into Midtown for your test scores," she spat out. Midtown Science High was, as its name implied, a magnet school that took only the best and brightest as students. She was hardly the first to suggest Flash was only there for his sports abilities, but she doubted anyone had done it to his face before.

"Yo, you just gonna take that from her, man?" someone called out from nearby. They were beginning to draw a crowd.

Flash's face twisted into an expression of dislike. "Big words for a scrawny bitch like you. Wanna put your money where your mouth is?" He raised a fist threateningly, but Penny knew it was mostly posturing for the sake of his friends. He had never hit her. Shoved her maybe, or grabbed her arm roughly, neither of which were okay either, but still, he had never hit her.

Penny sighed. This was dumb. "I'm not going to fight you, Flash. Fuck off."

"Gonna go hide behind your girlfriend again?" He meant Gwen. Students around them were starting to holler, trying to egg on a fight.

"She's not my girlfriend you creep," Penny snapped. The Penny-was-a-lesbian rumor was one she was well and truly tired of.

"What, someone you won't spread your legs for? I'm shocked." There were gasps from around them and Penny glared. This argument was getting downright savage. 

"I can't believe I used to think you were worth something," she said bitterly. "But I guess you were a worthless sack of shit all along." She knew deep down she didn't mean what she was saying and probably neither did he but she felt like she was on a runaway train and couldn't stop the words from coming out of her mouth.

"Oh get over yourself, Penny, you were never special. Just easy." His voice was dismissive but his face was flushed with anger.

She clenched her hands into fists, practically vibrating with rage. "You are such an asshole." Not the most eloquent comeback but he had hit a raw nerve with that one. The crowd around them had quieted down now, some people beginning to shift uneasily. This was clearly more than some school fight, even though she doubted any of them knew that she and Flash had dated, and the level of sheer maliciousness was making them uncomfortable.

"Aww, is widdle Penny mad? Do you wanna hit me?" They were toe to toe at this point, spitting the venom directly into each others faces.

"Do you just want to get hit? Is that it? Do you just like it? Maybe that explains your relationship with daddy dearest." It was a low blow. Flash's father was an abusive alcoholic, and she had spent many nights comforting him after some blow-up at his house. But that was before, and at this point they were just lashing out, aiming to hit where it hurt most. 

Flash's eyes darkened. "At least I have one, yours ditched you and we all know why. Ugly, insecure, a freak, I would've ditched you too." 

She flinched from that one and she knew he saw it.

"Oh fuck you, Eugene, I was the one that ditched you, remember? You cried like a baby," she shot back, trying to get back on the offensive.

He ignored that and kept pushing. "Tell me, how does it feel to be so unlovable that even your own parents--"

Penny punched him. 

She managed enough control to temper her strength because she didn't want to actually kill him, but she still hit him hard enough to lay him out and leave him groaning and writhing on the floor. There was a long moment of silence in the gym as she stood over his fallen form, hands still clenched, feeling everyone's eyes on her but too angry to even care. Finally, a few of Flash's friends moved to kneel beside him, all of them giving her a wide berth, and the spell was broken, the students around all breaking out into a loud murmuring. The was probably the most excitement to be had in weeks. The school's resident cop finally showed up, a day late and a dollar short like usual, and Penny let him tug her away from the fight scene and to the school office without a struggle. She was beyond caring about any repercussions at this point.

Ben was, predictably, quite mad at being called into the school's office on account of her actions. Penny sat beside her uncle, hunched into herself, as the principal related the incident to him, trying to forget the burn of Flash's words. She wasn't even that mad at Flash; most of her anger was her for absent parents and the world at large, but what he had said had still felt like a knife in her chest. She closed her eyes, remembering the look of hate on his face as he had screamed at her.

Her uncle stiffened beside her and she tuned back into the conversation.

"--socket probably isn't fractured, but there might be a concussion--" the principal was saying, and Penny bit her lip. She hadn't meant to hurt Flash, not really.

"What will the school's punishment be?" Ben was asking, voice tight.

"Well, it's a first time offense--" the principal started to reply, and Penny stopped listening again. She didn't particularly care what happened. She doubted they would expel her and nothing short of that would bother her at this point. Honestly, she felt like she was allowed at least one good blow up, between everything that was going on, and despite things getting out of hand, Flash had really had it coming. It was, in some twisted way, even exactly what he had been aiming for, trying to get under her skin and make her lose control. It was just unfortunate for him that her loss of control meant getting a black eye.

Ben and the principal finally agreed on a sentence of community service hours around the school for her, and then Ben dragged her from the office, still looking livid as they made their way down the hallway. She slouched sullenly, hands shoved into her jacket pockets.

"Well, at least they aren't suspending you." Penny grunted in reply. She couldn't care less about that.

"Penny, I'm disappointed in you," he said harshly, and she felt her anger fire up all over again. He was disappointed that she had stood up for herself?

"Disappointed? He started it!" Penny sounded petulant and she knew it, but she still felt like that should count for something. "And you should have heard the things he was saying to me!"

"From what I understand, you said some pretty terrible things right back," Ben replied tightly.

"You don't understand--" she started, only to be cut off.

"I do understand, Penny," Ben said firmly. "But you have a responsibility to be the bigger person. You can't stoop to his level."

"But Flash always tries to start these stupid fights--"

Ben cut her off again. "It takes two to fight, Penny! You could have backed down, you could have stopped it, but you didn't!"

"I had to defend myself, stand up for myself, why can't you see that?" she cried out in frustration, raising her chin to glare at him. They had stopped walking and were now staring each other down in the middle of the school.

He was unswayed. "Words are just words, Penny, but you are the one that threw the first punch! That's not defending yourself, that's being the aggressor, being the bully! That isn't acceptable!" He looked her in the eyes, face serious. "Not to mention, you know what his home life is like, he doesn't need it from school too."

Part of her was ashamed at that, but part of her was simmering with the injustice of being called a bully for going against Flash of all people. "That's not fair! You're just going to excuse him for that?"

"Flash's actions aren't my concern and they shouldn't be yours either," Ben stated firmly. "Neither of us can control what he does but you can at least control how you respond! And I didn't raise you to throw punches just because someone upsets you!"

Her uncle was right, and she hated that. She clenched her jaw and dropped her eyes, burning with a mix of resentment, shame, and anger.

"Look, here's your chance to make up for being so irresponsible. Thanks to this little fight of yours, I had to switch shifts, so you have to be the one that picks your Aunt May up from work tonight. Nine o'clock. Understand?"

She grunted in response.

"I said, do you understand?" he repeated sharply.

"Yes, sir," she replied sullenly.

Ben patted her on the shoulder, tone softening a little. "You're a good girl, Penny. You just need to remember to act like it." He glanced behind her. "Hello, Gwen."

Penny turned to look in the same direction. Gwen had come up behind them, concern written all over her face.

"Hi Mr. Parker," Gwen said quietly, walking up to meet them.

"See if you can keep Penny out of anymore trouble," her uncle said to her friend. He turned back to her. "Penny, don't forget, nine o'clock, your Aunt May. I'll see you at home tonight." With that, he left, still looking rather displeased.

Penny and Gwen stood there for a moment just watching each other. "Hey," Penny said shortly to Gwen, finally breaking the silence, not sure if she was about to get another lecture.

"Hey," Gwen said back softly, voice kind, and Penny relaxed a little. "I heard about you and Flash. That's not like you. Is everything okay?"

Penny gave a weary sigh. "I just...I've been so stressed out lately and then he was, was such an ass and...it was just too much. Uncle Ben was right, though, I shouldn't have hit him. He just, he just makes me so mad sometimes!"

Gwen patted her back consolingly. "He knows what buttons to push. Don't be too hard on yourself, everyone has bad days sometimes."

Penny just sighed. There were normal bad days, and then there were Penny Parker bad days.

Gwen still looked concerned. "You are still going back to OsCorp today, right? Do you need me to skip debate club and come with you?"

Penny smiled a little and shook her head. "No, no, don't worry, I'll be alright. Thanks for the, uh, offer though. I mean it."

"Well, text me tonight and let me know how it goes alright?" Penny nodded agreement, then yanked her board off her bag and rolled her way out of the school, not even caring if any teachers caught her skateboarding indoors again. What were they gonna do, give her more community service?

Penny took the long route to OsCorp, skateboarding nearly the whole way there instead of just taking the subway. It added more time to her trip and she was already later than she had wanted to be, but she really needed to clear her head. The last thing she needed was to bother Dr. Connors with her emotional baggage and daddy issues.

She met the man himself in his office, Dr. Connors smiling warmly at her as she arrived.

He rose from behind his desk to meet her. "Penny! I'm so glad you could make it."

Penny rubbed the back of her head. "Yeah, thanks, sorry I'm so late. Got held up by some, uh, some stuff at school."

"Not a problem, not a problem." He waved off her concern. "Here, before we begin, have you had a chance to see all of our equipment here?" he asked, gesturing out towards the lab. Penny shook her head. "We will mostly be using the genome modelling machines that were built specifically for this research, but we have several other tools available for our use as needed."

Dr. Connors led her back out into the lab, Penny dropping her bag and board inside the door to his office along the way. She gazed around her in wonder as Dr. Connors began to lead her through the vast room. She has seen a lot of it in passing the previous two times she had been there, but getting to properly see all this amazing, state-of-the-art technology--and maybe even use it!--was like being in candyland.

Dr. Connors gestured around at different pieces of equipment as they walked together through the lab. "We have our protein structurer, rDNA chromatography, transgenics testing, that's x-ray video. That's the only one on the planet." Penny stared at everything with abject fascination. Then she caught sight of a cylindrical device on a tripod that looked familiar. Very familiar. She had a flash of memory cross her mind, a picture in some room--her father's office? It must be, she could remember his desk--and she jerked her head in surprise. "We have--"

"I remember that." The words popped out of Penny's mouth, cutting Dr. Connors off. He turned to look at her. "I've seen that before."

Dr. Connors followed her gaze to spot what she was looking at. "The GANALI device," he identified, raising his eyebrows at her in inquiry.

"I remember a picture of that in my dad's office," she tried to explain.

Dr. Connors smiled at her. "The idea was so simple, you load it with an antigen, and it makes a reactive cloud which can be dispersed over a neighborhood, even an entire city. Theoretically, you could cure a polio in an afternoon."

The idea was boggling. "It's incredible," she breathed.

Dr. Connors smiled again, a bit ruefully. "Well, others disagreed. What if the device were loaded with a toxin, what if you wanted to opt-out, you can't run away from a cloud after all." He sighed. "So here it lies, covered in dust."

That made sense, Penny considered. The idea was an ambitious one, revolutionary on the surface. Imagine vaccinating an entire city at once! The sheer money saved in terms of man-hours and logistics would be phenomenal. But not everyone could get vaccines, what about the immunocompromised? Or the very young or the very old, or the pregnant? And if you started organizing ways to remove them from the target area, well, the benefits of such a method would quickly be lost at the cost of risking the lives of anyone overlooked. Still, it was a shame to see it go to waste. She wondered if her father had had a hand in creating it.

Dr. Connors finished the tour of the lab and led her back into his office where the entrance to his own personal lab stood. The center of the room was taken up with a large round projection table that made up the genetic modelling machine he had mentioned earlier. He turned it on and began showing her how to work it. It had 3-D projection and modelling, easily displaying complex genomes and showing larger-than-life predictive models of the effects of DNA mutations or alterations on specific animals. Thoroughly impressed, Penny tried to imagine how much it must have cost to develop. It must be worth a fortune. Invaluable to science, sure, but still. She wished she had OsCorp's bankroll.

Dr. Connors pulled up the genome models for the green anole lizard and the common lab mouse. "What you see here with the model of the lizard is the part of its genetic coding that allows this wonderful creature to regenerate entire limbs at will. It's a brilliant bit of evolutionary adaptation." He smiled a little. "You can imagine my envy." She smiled back in sympathy.

"We're trying to harness this capability and transfer it into our host subject, Freddie, the three legged mouse." He gestured at the other genome and model on exhibit. He pulled up a projected display underneath the models and went through a series of screens before finally directing her towards one. "Enter the algorithm now."

Penny moved to do so, frowning as she was interrupted by the ringing of her cell phone. She glanced at the screen. Uncle Ben.

"Do you need to take that?" Dr. Connors asked.

Penny frowned and shook her head in response, sending the call to voicemail and then turning her phone off. She really didn't have time for another one of Ben's lectures, not when she was so close to seeing the culmination of the subject of all of her worries and hopes from the past few weeks. She turned back to the display and finished putting in her father's algorithm.

"System ready for gene incision," announced the machine. Penny felt her pulse quicken. Chills ran up and down her back. This was it. The moment of truth.

"Here, check this," she called to Dr. Connors, drawing him over before finalizing the modelling procedure. "See what I'm trying to do?"

"Preempt the proteins?" he analyzed, eyes on her work.

She nodded, focused on the display. "Preempt the immune response." If the ratios of modification from the algorithm worked, the modelling software would be able to run through the different degrees of modification until the final values were nailed down. Penny set the parameters for the values within what she thought was the likeliest range of modification, then started the program, butterflies doing loops in her stomach.

"Pending trials," declared the machine. There was a long moment as its internal circuitry hummed, inputting the algorithm into its model and beginning the computations to show the outcomes of the genetic changes. The displayed genome on screen shifted, new genetic material overwriting sections of DNA. The machine started running values and displaying the results in projected 3D.

"Pending... Failed." The mouse model's leg mutated uncontrollably. "Subject deceased."

"Pending... Failed." This mouse's leg barely grew before crumbling away. "Subject deceased."

"Pending... Failed." More over-mutation. "Subject deceased."

Penny kept watching each generated mouse morph, then die, tense with anticipation. This was going to work, she just knew it. She felt obsessed, driven even, with the outcome of their effort. Dr. Connors, in comparison, was clearly feeling the sting of each failed model, his eyes turned away, hand clenched on his desk.

Finally, one model mouse shifted, leg forming and stabilizing for longer than any had before. Penny held her breath, waiting for the leg to either break down or turn reptilian like so many had. The leg stayed the same.

"Regrowth complete. Vitals normal, blood pressure normal. Regeneration successful," announced the machine. Penny let out her breath in a whoosh, before spinning to grin at Dr. Connors. They had done it!

He was staring at the display, eyes shining with an intense hope that was almost painful to witness. "Extraordinary," he breathed, sounding awed. He dropped his hand onto her shoulder, squeezing tightly. "Thank you, Penny." He pulled the values from the system and led her out to the antigen fabrication equipment. Together they watched as this machine whirled and hummed before finally producing a green solution of genetic code and bonding materials that should, in theory transfer the lizard's regenerative capabilities into any recipient. The lab was empty apart from them, all the other scientists having long since left for the night.

Dr. Connors took the vial of antigen with an almost reverent hand before leading Penny back into his office, moving to a pair of cages holding what were clearly the three legged mice used as the basis for the predictive genetic software's mouse model. "Meet Fred and Wilma, our three legged mice." 

He scooped one out, gently handing to Penny, who cradled it between her hands. "Here, buddy, I got you," she whispered softly to it.

Dr. Connors carefully drew some of the antigen into a syringe, then moved to insert the needle into the mouse Penny held. "Careful," he cautioned Penny. "I don't want to sting you by mistake. Human trials aren't until next week." She blinked at him, startled--surely it would be months if not more before human testing?--then smiled as she realized he was teasing her again. He smiled back, then carefully injected the mouse with the antigen. "There."

He took the mouse back and carefully settled it back into its cage. "It's gotten late. We will have to wait until tomorrow to see how the results work. But this is amazing progress, Penny! This could be the development we have needed all along!" Dr. Connors grinned at her and she grinned back, exhilarated. "You head on out," he directed her. "I'll finish up closing up the lab."

Penny went to snag her bag. "See you tomorrow!" she called cheerfully, waving as she headed out. This more than made up for her awful fight with Flash. As she left the building she blinked, a bit surprised by how dark it was. She turned her phone back on to check the time. It was nearly ten o'clock. A voicemail from Ben blinked at her, niggling something in the back of her mind, but she brushed it off. She didn't really want to be reminded of his earlier scolding, not wanting anything to put a damper on her happiness.

On the subway, Penny shot off a quick text to Gwen. 'It worked!!!' she sent. 

'OMG give deets now!' she got in reply. 

Penny texted back with the rough outline of what she and Dr. Connors had done. 'We will see final results tmrw' she finished. 

':) can't wait' was Gwen's final response.

Finally, Penny skated up to her house, flipping the board up as she arrived and all but running up the steps with glee. She stopped short. Ben was seated outside the front door, looking furious. She felt a bit bewildered. Was he still mad at her about the fight?

"Uh, Uncle Ben!" she stammered. 

"Didn't you forget something?" Ben snapped at her. Her phone began to ring in her pocket--Gwen maybe?--but he stopped her short before she could pull it out. "Don't answer that, but I'm glad to know it's working!" Was he mad she hadn't answered his call? This seemed a bit disproportionate, though.

"You owe your aunt an apology!" he continued. What? Oh. Oh, shit. Penny's stomach dropped. She had forgotten that she was supposed to pick May up from work. "Get in there and apologize!" Ben barked at her.

Penny slumped inside, feeling like a complete ass. "Aunt May, I'm so sorry, I got--"

May smiled at her, faced lined with concern. "Honestly, you don't have to apologize to me--" she started softly.

"The hell she doesn't!" Ben interjected furiously.

May frowned at him. "Ben..."

"I'm so sorry Uncle Ben, I got distracted--" Penny tried to say to him, wanting to explain herself. It wasn't like she had just been dicking around, she had been doing some very important stuff. Things that had driven every other concern out of her mind.

Her words only made things worse. "You got distracted?" Ben snapped. "Your aunt, my wife, had to walk twelve blocks alone in the middle of the night, and then wait in a deserted subway station because you got distracted."

May tried to diffuse the situation. "Ben, sweetheart, honestly, I am completely capable of walking home--"

"Don't try to defend her!" Ben was truly mad if he was snapping at May, too. He turned to face Penny. "Listen to me, Penny."

"Yeah," she muttered into the ground, feeling a bit raw. The day had been an emotional rollercoaster and was only getting worse.

"You're a lot like your father," Ben said, which needled Penny a bit. How was she even supposed to know what that meant? She scowled as Ben continued. "You really are, Penny, and that's a good thing. But your father lived by a philosophy, a principle really. He believed that if you could do good things, that you had a moral obligation to do them. That's what's at stake here, not choice, responsibility."

Penny knew what point Ben was trying to get at, but all she could think about was every single horrible thing Flash had said about her parents. Ditched. Unloved. Forgotten. All of it painfully, excruciatingly true. "I don't believe you," she bit out. "That's bullshit."

"Penny! Language!" gasped May, but Penny barely even registered it through her anger.

"What did you say?" Ben sounded furious.

"My father didn't give a shit about his obligations!" She was nearly screaming now, or maybe nearly crying. She couldn't even tell. "If he did he never would have left me here, he, he had a responsibility, he had a daughter! But here I am! So fuck his responsibility!" The simmering resentment against her parents she had carried for over a decade was now a wildfire burning her up from the inside out.

"Penny!" Ben was outraged. "How dare you!"

"How dare I? No, how dare you!" Penny was shaking. She felt like she was going to explode if she stayed there any longer. "You know what, fuck this, you aren't my dad, I don't need to listen to you lecture me!" She stormed out the front door, ignoring her uncle as he called after her, slamming the door behind her. All of the glass in its window shattered, and she froze for one startled second, meeting eyes with her uncle through the broken window, before turning to flee into the night.

**Notes for the Chapter:**

> oh shit guys
> 
> I only mention it briefly in the chapter, but I'm assuming if my white-bread suburban Texas high school had it's own school cop, that surely a public school in New York City would have one. Also, everyone uses a lot more profanity than in the movie. The movie had to keep its PG13 rating, but I remember being a teenager, so fuck that noise.
> 
> I fiddled with the Ben argument script a little, since in the movie it makes it sound like Peter's parents are still alive and just missing, not dead in the plane crash. Half of what he says doesn't even make sense in that context. "Where is he? Where's my dad? He didn't think it was his responsibility to be here and tell me this himself?" Uh, Peter, he's dead. That's why he's not there. Obviously.
> 
> Honestly, I think the original script had Peter's parents still alive just missing, because a lot of stuff only makes sense that way. The early trailers even implied some stuff along those lines ("Do you even know what you are, Peter?" etc) but most of that ended up pushed back to the second move. In fact, in the second movie, there was actually a deleted plot point where Richard Parker turns up at the end, does the whole "alive all along watching you from afar shtick", and then is the one that convinces Peter to return to superheroing instead of Gwen's speech, but that's stupid as fuck so in my story he's dead. Dead dead, not comic book dead.


	9. The Cost of a Life

**Notes for the Chapter:**

> man we are 9 chapters in and im just now killing ben (spoiler alert whatever) i gotta get my shit together
> 
> Spider-Gwen countdown: 48 hours remain.

Penny jogged down the streets, trying to put some space between herself and the fight she had just fled from. She could hear Ben calling her name behind her but she ignored it. She wasn't ready to deal with him, or with her anger, or with anything, really. She felt like she was suffocating, the weight of the emotionally wrought day pressing down on her chest, and she was desperate for some air. A few blocks from home, Penny stopped under a trestle for an aboveground stretch of the subway, and then swung herself up into its heights, leaning back against the comfort of the cool steel. The rumbling of one of the trains passing over hurt in her super-sensitive ears, and she embraced the pain of it as a distraction from her inner turmoil.

She knew she had been wrong to react the way she had to her uncle. Ben didn't know about the stressful and initially frightening changes she had gone through, and about her subsequent battle to bring them under control. He didn't know about her struggles with her father's work, and with the complicated decision to face her father's old research partner. She had been under a lot of pressure that she had kept from him, and it wasn't fair of her to take it out on him. Sure, he was being overly harsh, but from his perspective she was acting like an unreliable delinquent for no discernible reason. No wonder he had been mad. She had really brought it on herself.

"Penny!" Her uncle crossed beneath her, still looking for her. Penny watched him pass by, not moving from where she sat. She knew she was in the wrong for yelling at him the way she had, but she wasn't ready to apologize yet. She needed some time to cool off or she knew she would just lose control all over again and end up right back at square one. She couldn't tell him about the spider stuff, or even about working with Dr. Connors, at least not yet, and without an explanation to give him for her actions she would have no way to appease him.

After a moment she dragged her hands down her face with a sigh. Punching Flash, yelling at her uncle, forgetting her aunt...she was hurting everyone today, and none of them deserved it. Penny dropped down from the trestle, landing lightly despite the fifteen foot drop, and went in search of some comfort food. She really needed something chocolate. Wandering into a nearby bodega, one of the only places still open at this late hour, she made her way to the back and snagged a bottle of chocolate milk from the fridge. She dropped it on the counter and started fishing in her pockets for change. She had left her backpack at home with her wallet, but her oversized bomber jacket always had some spare cash in its cluttered depths.

"That'll be $2.07," informed the deadbeat-looking guy behind the counter. T-Bone, according to his nametag. Pleasant fellow, she thought sarcastically. Scrounging, she came up with a pair of crumpled bills and a nickel and dropped them on the counter. Just enough.

"It's $2.07," repeated T-Bone pointedly. She stared at him. Really? He was about to make a deal out of two cents? She snagged a pair of pennies from the take-a-penny-leave-a-penny dish besides the register and dropped them on the counter as well. He snatched them back up and dropped them right back into the dish. "No, you can't take a penny."

Penny stared at him again. "What?" she asked with slight disbelief.

"You can leave a penny anytime," he sneered at her. "You have to spend ten bucks to take a penny. Store policy." 

"Well, I don't have two pennies," she snapped at him, frustrated. This fucking figured. It was just the sort of night she was having that some loser would decide to flex what minuscule authority he had just to be a dick to her.

"Look, you can't afford your milk, just step aside," he replied, not budging. A prickle went down Penny's neck as a man with sunglasses--at night?--and shoulder length scraggly blond hair moved to stand behind her, six-pack of beer in hand. "Now you're holding up the line," T-Bone pointed out, contempt in his voice.

Penny was getting pissed. "Really? We're talking about two cents!"

T-Bone leered at her. "Tell you want, girlie, give me some sugar and I'll let it slide. Otherwise, you can get out."

Was this guy for real? What a fucking creep. She snatched her money back off the counter with disgust, turning to stalk out of the store. Partway there, a crashing noise made her turn back around, another prickle coursing down her spine. The man who had been in line behind her had knocked a rack of lighters off the counter. Probably drunk. "Really?" T-Bone whined as he bent to gather them up, and she smirked a little. Karma for being a dick, she thought. But then the man was reaching behind the counter, sleeve sliding up to show a wrist tattooed with a sloppy star, taking advantage of the cashier's distraction to clean out the open cash drawer. She kept silent, watching it happen. More karma, she thought again, a bit viciously.

The thief paused, seeing Penny watching him, then tossed her bottle of chocolate milk at her with a nod before turning to make a hasty exit out the store's other exit. She stuffed the bottle in her pocket as T-Bone stood back upright at the sound of the door's bell. He spotted the empty cash drawer and then gaped around the store, catching sight of Penny where she stood by the door. "Thanks for nothing, bitch," he snapped at her. "You couldn't even say something?"

Penny made a rude gesture. "Maybe you shoulda given him a little sugar." She stalked out of the store, leaving T-Bone to throw his tantrum, or whatever it was assholes like him did when on the receiving end of their own shit. Her phone buzzed in her pocket, and she pulled it out to glance at it. Uncle Ben again. She still wasn't in the mood to apologize. Maybe even less so, after that nonsense at the bodega. She shoved the phone back in her pocket and popped open her milk, taking a couple of gulps with annoyance. This night was a proper shit show. 

She returned to her train trestle perch and spent a few hours just sitting there, sipping her ill-gotten drink and trying to let go of her anger. It was hard. Penny's only vivid memory of her parents was the night they had dropped her off with her aunt and uncle, and their untimely deaths meant she had never gotten any closure on that act of abandonment. Flash's words, and then her uncle's words, had only served to rip that emotional wound right back open, and she was already worn so thin by her life's recent complications that letting go of that resentment was next to impossible. Her phone buzzed intermittently with phone calls and a voicemail from her uncle. Penny didn't answer them. She needed space, not another lecture, and she was sure that was all that was coming after running out past curfew and avoiding him. She idly wondered if he was still out looking for her, or if he had returned home to wait for her there. It was past four AM at this point.

Her neck tingled again and she sat up straight to look around. It felt a bit like her spider-warning sense, just milder. A pair of gunshots rang out nearby and she jolted, dropping down from the trestle to find the source. Something was wrong. A block away she found a small cluster of men eyeing a fallen form that was clearly the victim of the gunshots. Were none of them even going to help him? she thought with some dismay. Penny moved faster, rushing to help the poor guy, when she realized what she was looking at, a sharp cry ripping from her throat.

The fallen man was her uncle Ben.

"Oh god, oh god," she cried, throwing herself to her knees next to him and pressing trembling hands to the two gunshot wounds in his chest. He wasn't moving, and a puddle of blood was already spreading underneath him. "Call an ambulance!" she shrieked over her shoulder at the men still standing there uselessly. "Uncle Ben, no! Oh god, help me, someone please, help me, Uncle Ben," she sobbed, frantically trying to remember her first aid classes. Would CPR help or just make him lose blood faster? A small part of her mind pointed out that it was moot, that he was obviously beyond help, but she ruthlessly shoved it down, refusing to believe what was in front of her. "Uncle Ben, no," she sobbed again, shaking. Her hands were soaked with blood.

After what felt like an eternity, an ambulance finally arrived, a police car following shortly after. Penny was pulled back from her uncle's body as the EMTs began to work on it, but she could tell even they thought there was no hope and were just going through the motions. A policewoman gently wrapped a blanket around her shoulders and tugged her away to sit on the curb. She stared in a daze, everything moving around her in a distant blur, the spinning lights of the emergency vehicles casting otherworldly moving shadows on everything. Her uncle Ben had been shot. Her uncle Ben was dead. She couldn't comprehend it.

"Can you tell me your name?" 

Penny blinked. The policewoman was kneeling in front of her, talking to her. Penny hadn't even noticed her approach. She tried to make sense of what she had said. "What?" she asked stupidly.

"Can you tell me your name?" the policewoman repeated kindly.

"Penny Parker," she answered numbly, feeling removed from herself.

The policewoman nodded. "Do you know the man that was shot?" she asked gently.

Penny nodded dumbly. "He was--he's my uncle. Ben. Ben Parker."

The policewoman patted her softly on the shoulder. "Can you tell me what happened, Penny?"

Penny stared at her for another moment, then shook her head. "No, I was--I wasn't--I was down the street. I didn't see- I wasn't here. I heard the--the gunshots and I jumped down--I came to see what had happened," she tried to explain disjointedly. "Then I found him, and--and--and--" she cut herself off with a choked off sob. "He's dead, isn't he?" she cried out. The policewoman didn't answer, just moved to sit next to her and rub her on the back. Penny broke down into wracking sobs, the truth crashing down onto her. Uncle Ben was dead.

She sobbed helplessly for several moments. After a bit, the policewoman stood to go quietly speak with the policeman that must be her partner. He was interviewing the men that had been standing around the scene. The policewoman shortly returned to Penny and helped her up. "Can you tell me where you live?"

Penny nodded, but had to gulp down several breaths before she was able to speak through her tears. She gave the policewoman her address and the woman guided her into the front seat of the police car, moving around to drive her to her home. Aunt May was still awake, and when she saw the policewoman at the door beside Penny, who was still crying brokenly, she went pale as a sheet. "What's going on?" she asked frantically.

"I think it's best if you have a seat," the policewoman said gently, leading May to a chair at the dining room table. "I'm afraid I've got some terrible news."

Penny leaned against the doorway, barely registering what was going on as the policewoman broke the news of Ben's murder. She watched numbly as May began sobbing, looking completely devastated. They had been married for nearly forty years, Penny thought to herself. And now he was gone. She felt a terrible guilt begin to well up inside of her. If she hadn't been outside, making him look for her...if she had answered her phone...if she had gone to talk to him when he had walked by...if, if, if. 

By the time the policewoman's partner had arrived, nearly an hour later, May had calmed down enough to hunch quietly over the dining room table, eyes red, hands helplessly holding her head up. Penny remained leaning on the dining room doorway, feeling like it was the only thing holding her up, the only thing keeping her from collapsing into a ball of grief on the ground. The policeman had a little more information about the scene to share. A mugger had run into Ben, dropping a gun, and apparently there had been a struggle for it, ending in Ben being shot. The suspect hadn't been identified, but they had a copy of a sketch based off of eyewitness accounts. He showed the sketch to May, but it was no one she knew, which was to be expected. Still, Penny supposed they had to rule out all possibilities. After a while, the policeman and woman left, leaving behind their condolences and a card with a case number. 

Penny stopped the policeman on his way out the door. "Can I--can I have that sketch?" she asked him quietly.

"Sure," he replied, passing it to her, before following his partner out the door.

Penny stared at the sketch, her heart plummeting. She knew that face. Disheveled blond hair, sunglasses. No. No, no, no. She didn't want to believe it. Her eyes scanned frantically through the written description, looking for anything that would prove her wrong, but then found the mention of a star tattoo on the left wrist, and she was forced to face it...he was the thief from the bodega. The one she could have stopped. Oh god. She had gotten Ben killed, all for cost of some spite and a bottle of milk.

She stared down at her hands, still stained with blood. She began to shake.

Ben was dead, and it was all her fault.

Penny fled to her room, trying to run from the terrible truth, but there was no escape. She curled up in a corner, sobbing helplessly again. After a long time, she pulled her phone out and stared at it. Seven missed calls and a voicemail from Ben. If she had answered any of them...she opened the voicemail, wanting to hear his voice again, even if it was just in the form of an angry lecture.

"Penny, I know things have been difficult lately," Ben's voice was saying gently. "And I'm sorry about that. I think I know what you're feeling--" She frantically shut the voicemail off, before burying her face in her bloodstained hands and breaking into sobs all over again.

He hadn't been leaving her a lecture. He had been leaving her an apology.

Penny didn't know when she had fallen asleep, but she must have, because when she opened her eyes next it was late afternoon daylight and she was in her bed. She was still in her clothes, but someone had taken her shoes off and pulled a blanket over her. And that someone was probably Gwen, seeing as she was sitting in a chair by Penny's bed. 

Gwen noticed Penny was awake, and reached out to lay her hand on her shoulder. "Oh, Penny," she said softly, her voice raw and her eyes red. Penny just stared at her, feeling dead inside. Gwen slid from her chair to sit next to Penny's head, fingers gently combing through her hair. "I'm so sorry." 

Penny choked out a sob, pulling her legs up so she could curl in the fetal position. "Oh, Penny," Gwen repeated, her hands still stroking Penny's hair comfortingly. Penny began to cry silently, tears running down into her pillow, making a wet mess of everything. "Do you want to talk about it?"

Penny just shook her head. She didn't think she could even speak at all. Gwen kept petting her head for a long quiet moment, before stopping to urge Penny into sitting upright. "Here," she said, opening a bottle of water and passing it to Penny. "Try and drink some." Penny did so, draining half of the bottle before she couldn't drink any more. She leaned against Gwen, staring down at her hands. They still had blood on them.

Abruptly, Penny realized she did want to talk after all. She started trying to explain things to Gwen, the words spilling out. "Gwen, oh god, Uncle Ben's dead." Gwen wrapped her arms around her, hugging her tight. "He's dead, he got shot, this guy, this thief, he got shot and it's--it's--it's all my fault!" she wailed. 

Gwen squeezed her even tighter. "It's not your fault Penny," she said firmly.

Penny shook her head again, tears flowing. "No, I forgot Aunt May, and then we, we, we got in this stupid fucking fight, he said something about my dad and I yelled at him, he didn't--I was wrong. And I broke the door, and then, then I ran away, and he was looking for me, and, and, and now's he dead!" She didn't think she was making any sense but it didn't really matter. "And it was this guy--" she choked on her words. "I could have stopped him--if I had been with Uncle Ben, I could have--I could have--"

Gwen shook her slightly. "Don't say that Penny, there's nothing you could have done. You would have just gotten shot, too." Penny just hunched in on herself. She could have stopped the guy easily with her new spider powers and she had no way of telling Gwen that, and the weight of her guilt--guilt that she couldn't even share--pressed down on her. She could never make this okay. Gwen just hugged her tightly as she started crying all over again. She would never be okay again. Not ever.

**Notes for the Chapter:**

> I used the deleted scene version of Peter at the bodega and Uncle Ben's death for this story. I liked it a bit better, though I can see why the movie went with the scene it did, since it was both simpler and put Peter more immediately at fault for his uncle's death.


	10. The Spidery Stages of Grief

**Notes for the Chapter:**

> Spider-Gwen #1 came out yesterday! Get thee to your local comic stores and buy a copy! I had to wait until today to get it due to the weather delaying shipments but it was worth the wait! It's really good, the art style and writing is great, though if you didn't read Edge of the Spider-Verse #2 you don't get a full recap of her backstory. Her backstory is below, I don't spoil any of Spider-Gwen #1 though.
> 
> SPIDER-VERSE #2 SPOILER: In her universe she was bitten by the spider, not Peter, and Peter ended up becoming the Lizard of that universe before dying, so he sort of becomes her Uncle Ben-style motivation. She gets blamed for his death, so her father is hunting Spider-Woman but then finds out she's Gwen, right before Gwen gets pulled out of the universe into the Spider-Verse stuff. Spider-Gwen #1 starts right after she gets back to her home universe.

Penny walked into school the next day, in a haze. Gwen had wanted her to stay home again, but she couldn't handle the damning silence that now filled the house. Besides, she had felt like she had cried herself empty, a bone-deep exhaustion settling into her. She couldn't stay home again. The noise of the students that crowded the hall seemed very far away, as if she was underwater. She felt like she was wading through that same water, limbs heavy as she slowly drifted towards her locker, the crowd parting to let her through. She felt their eyes on her; everyone knew what had happened.

She listlessly pulled items from her locker, shoving them into her bag carelessly.

"Hey, Penny," Flash called from behind her.

She stilled. "Not today, Flash." She felt an echo of the words he had said the day before, the words that she had repeated back at Ben. She suddenly felt like she was inches from falling apart.

"Penny," he said again, reaching to place a hand on her shoulder. "I just want--"

In an instant she had spun around, fisting her hands in the front of his jacket and slamming him hard against the wall of lockers with a crash. His feet hung inches above the ground. The hallway went silent as everyone turned to watch them.

"I said not today!" she snarled at him viciously.

"Penny," he said her name a third time, softly. He raised his hands to grab her arms, but he didn't try to pull them away, merely circling his fingers gently around her wrists. "I heard about your uncle. I am so sorry, Penny." He sounded like he meant it. "I am so, so sorry."

His face was open, and he looked like he might cry himself. He still had a black eye. This wasn't Flash the bully. This was her Flash of old, the boy who had sung stupid made-up songs to make her laugh when she was mad, who had driven her out of town just so she could watch the stars, who had sat at her dining room table with her and told borderline inappropriate stories that made her uncle laugh and her aunt frown.

Her grip slackened, and he slid back to the ground. He stepped forward and wrapped his arms around her. She sagged against him, burying her face in his shoulder, her shoulders shaking with suppressed sobs. 

"I'm sorry," he whispered into her hair, and she knew he wasn't just talking about her uncle, but also everything between them, the gaping chasm of the last four months, the hurtful words, the physical blows.

She choked back a sob. "What am I gonna do, Eugene?" she whispered brokenly. He didn't answer, but his arms tightened around her. "What am I gonna do?" She felt broken. After a moment of fighting the feeling, she pushed away from Flash. She had to leave. She wasn't going to let herself break down in front of the entire student body. He loosened his arms to let her go, one hand trailing down her arm to grab her wrist again. 

"Penny, if you ever want to talk..." he trailed off. She nodded, dropping her eyes so no one could see the tears in them, then pulled away. She all but fled down the hallway, and left the school. Gwen had been right, it had been a mistake to go there, but she still couldn't stand to go back home.

She wandered the city aimlessly before climbing to a high perch on a building's ledge, easily twenty stories up. She spent a while just watching the people moving beneath her, all of them caught up in their own lives, all of them unaware of the tragedy that had torn her own life apart. The world moved on, unknowing. Penny wanted to scream down at them that life was short, that anything could happen, that they should all cherish every moment, but she didn't. Instead she leaned her head back against the building and stared at the sky, tears slowly sliding down her face. She didn't come down again for a long, long time.

When she finally dragged herself home, well after dark, she found her aunt asleep on the couch, a box of tissues beside her. Penny watched her for a long moment. Even in sleep, she looked like she had aged ten years. Penny gently pulled a blanket over her and turned out the lights, grabbing an apple from the kitchen table's fruit basket before slipping quietly upstairs.

In her room, she ate about half of her apple before throwing the rest in her trash can. It tasted like ash in her mouth. She pulled out the flyer the policeman had left for her and stared at it. The sketch of the man that had ruined her life stared back at her. Underneath the weight of all of her guilt and sorrow she felt a growing rage. How could someone be so careless with other people's lives? How could he cause this kind of pain, and escape any reckoning? It was unfair. She wanted him to know what he had done, what kind of suffering he had caused. She wanted him to feel a little bit of that pain, too.

And maybe she could do that.

She jumped to her feet, throwing her jacket back on and tugging a toboggan low over her head. She slipped out her window into the night.

Penny started at the scene of Ben's murder and began circling her way outward. The guy who had shot her uncle had 'career criminal' written all over him, and he had been on foot, so he was bound to be local. If she looked for trouble nearby, she figured she had decent odds on finding him. After a little while of prowling around, she passed an alley with shouting emerging from it, and turned to stalk down it. A man with long blond hair was shoving a woman against the wall and yelling at her. Penny's pulse quickened. Was this the guy?

"You stay away from here, you understand me?!" the man screamed at the woman. "You stay away from Joe!"

Penny strode up to him. "Hey!" she shouted, and when he turned to her, startled, she sucker punched him. He dropped like a stone. "Do you like beating on women?" she yelled at him as he struggled to get to his feet. "Do you like to beat on old men, too?!" He finally staggered upright and drew a gun. She grabbed his arm before he could even raise it and twisted it brutally, making him yell and drop the weapon. "You gonna shoot me? Did you shoot an old guy with that gun, too?" He hollered wordlessly, trying to swing at her with his other fist. She dodged it effortlessly. "I asked you a question!" She snarled, twisting his arm again, making him scream with pain.

A half dozen men came pouring from a nearby door, drawn by the commotion, clearly the man's friends--or accomplices. One of them swung a baseball bat and she ducked under it, kicking out at a second man, hitting him in the kneecap and dropping him. She let go of the first man, kicking his gun farther away so no one would start shooting at her, and then dove into the melee. Penny punched one man in the solar plexus, then flipped backwards as another man tried to sweep her feet out from under her. She ducked a punch from behind, spinning to send a right cross into his face, then let the first guy hit her across the back with the baseball bat, splintering the bat and leaving her unharmed as she turned to kick out at the last guy, catching him in the gut. She was finding out that if she went sort of loose with her body, that her spider reflexes would do most of the work for her, letting her fight with fluid grace. The men kept coming back for more, and the woman was screaming now. She realized it was drawing attention from the street, and she could hear more people approaching. This was quickly getting out of hand.

Penny turned and made for the back end of the alley, flipping up off of a wall to leap over the fence at the back of it. The men scrambled to follow her, pulling themselves over more slowly and then chasing behind her down another alley. She leapt up one wall, then threw herself to the other side, catching onto the ladder of a fire escape and pulling herself up to the landing of it, crawling along it upside down, out of reach of the angry men below. They split up, looking to cut off her possible exits and she threw herself upwards, catching the wall and sticking to it, climbing quickly up it to the roof above. 

She turned, looking for a good exit, when some of the men came running out the roof access doors. She was both impressed and annoyed with their persistence. Perhaps getting their asses kicked by a teenage girl had really offended them? Penny turned and ran from them, sprinting to leap up another wall and flipping over to punch one man as he caught up with her, sending him back to the ground. She leapt for a second roof, then spun to stare behind her at a third roof, her spider sense prickling. The first man from the alley, the one that looked like her uncle's killer, was standing there on top of it. She snarled and raced towards him, leaping over the gap between buildings and kicking him sideways before he could even begin to react. He spun and fell off the side of the building and she caught his arm, holding him dangling three stories off the ground. He was screaming in fear now. She ignored that and turned his arm in her grasp, inspecting it for a certain tattoo. His wrist was bare. She sighed, the fight going out of her. A dead end, then. Still a douchebag, so she didn't feel bad for beating him up, but not as satisfying as it could have been. She lifted the guy back up enough that he could grab the lip of the building, leaving it up to him to pull himself up, since she wasn't quite up to killing or maiming random douchebags. 

His buddies ran up the next building over, and she turned to leave, done dealing with this crew for the night. Penny started to jog away down the roof when suddenly her spider sense jolted--and she dropped straight down through the ceiling. Fuck. She landed hard, bouncing off the floor of a busted up boxing ring in what was apparently a derelict wrestling gym, judging by the old lucha libre posters hanging along the walls. She slowly stood up and brushed herself off, listening as the men hollered after her.

"I know what you look like, you bitch!" one of them was yelling. "I've seen your face! When I find you I'm gonna fuck you up!" She rolled her eyes, doubtful the man could do anything at all to her, but he had a point. If she was going to pick fights with every scumbag in Queens until she found her uncle's murderer, she was bound to draw some unwanted attention. Her eyes roved over the lucha libre posters and an idea started to form in her mind. A mask would sure go a long way towards helping her.

The next day in school, Penny was distracted, sketching out ideas in one of her notebooks as her mind turned over plans. None of the teachers called her out on her inattention, likely going easy on her due to her recent trauma, but she was actually holding it together rather well now that she had found a purpose. It probably wasn't super healthy to cope by focusing on revenge, but she didn't care. Still, she felt Gwen's concerned eyes on her in their shared classes, and she dodged her after school with a thin excuse, knowing Gwen wouldn't push it, at least not yet.

She spent the afternoon sewing together a red mask out of some fabric she had lying around from some old project, then threw a pair of sunglasses over it. Combined with her toboggan and her loose clothing, she was unrecognizable. Penny ate a quiet dinner with May, then waited until her aunt had fallen asleep on the couch again before going back out into the night. 

She stuck to the rooftops to stay out of sight, and less than ten minutes into her hunt, Penny came across a guy with long hair in a man-bun mugging some poor victim in an alley. She crawled partway down the alley wall before dropping the rest of the way to the floor, silently sliding up to abruptly grab the mugger and slam him against the wall. He moaned in pain, trying to fight her off, and she punched him, knocking him out cleanly. She checked his wrist--no tattoo. The victim started thanking her profusely but she just waved him off, leaping up the walls to return to the roof. She beat up a car thief with a pony tail, then an hour later knocked out some longhaired sleazebag trying to drag a protesting clearly-drunk girl into his apartment (stopping a bit longer there to call and pay cash for a cab for the girl once the asshole was thoroughly unconscious). She ended the night by knocking together the heads of a pair of guys trying to break into a store and leaving them for the police to pick up. None of them had tattoos but she wasn't discouraged. In fact, she was even a bit fired up--it turned out beating up criminals was a great way to burn off some of her pent-up emotions.

The weekend arrived and Penny spent some time with her aunt, not wanting her to be alone too much. They sat together mostly in silence, watching TV or reading (or doing homework, in Penny's case). Gwen stopped by at one point with a (surprisingly simple) casserole from her mother, and Penny let her take her out to a movie, appreciating the gesture for what it was. Flash even came by once with a small flower arrangement, which was surprising but sweet, and they spent some time chatting casually about nothing in particular before she gave him a somewhat awkward hug and sent him on his way. 

She spent her nights beating up the minor league criminals of Queens' back alleys. None of them ever had that star tattoo, but she kept up her patrols. She wasn't going to rest until she had brought the murderer to justice--or killed him herself. She wasn't sure yet, and she decided to make that call when she found him. Penny had found that as long as she didn't talk, most of the crooks and their victims would mistake her for a man, which was mildly annoying but also made for an excellent cover. She started wearing only her men's clothing (of which she had rather a lot, to Gwen's perpetual despair) along with her tightest sports-bra, just to be safe.

Just over two weeks after her uncle's death, Penny came home from school to discover something she wasn't expecting. Dr. Connors was standing outside her house, clearly waiting for her. She blinked in surprise. Sure, she hadn't come by to see the progress of their work, but it hadn't been important to her after losing Ben, and it wasn't like he needed her to continue, now that he had the algorithm. She stopped a few feet away from him and just looked at him questioningly.

"Hey," Dr. Connors greeted her in that familiar gentle tone that she was starting to get sick of. "Gwen told me about your uncle. I'm sorry," he said sincerely. Penny just nodded and dropped her eyes. Was he just here to repeat the same old condolences she had heard too much of lately?

"I remember your father telling me about him, that he was a draftsman," Dr. Connors continued, and Penny looked up at him. This was a bit different of a tack to take, and she appreciated that, at least.

"Bridges," she replied. "He built bridges."

Dr. Connors smiled. "Bridges are America's cathedrals," he said. "Wonderful creations." Penny felt a swell of gratitude. This wasn't empty apologies or platitudes. This was direct recognition of the person her uncle had been, and not just the generic 'he was a great man' stuff. She also understood what he meant; America was full of gorgeous, intricate bridges, designed for both art and for function. Her uncle had talked about the same thing with passion whenever he had the opportunity to work on something grandiose. 

"When you are ready, I hope you will come back to the lab," Dr. Connors continued. "You know you are always welcome at OsCorp."

Penny had no idea when she would be ready for that. It felt so unimportant to her now. "I gotta get inside," she dodged, walking past the man towards her front door.

"Penny," Dr. Connors called after her, a hint of passion in his voice. She turned around to face him again. He was holding up a familiar mouse towards her--had he had it in his pocket?--and she stared at it. 

"Is that Fred?" she whispered with wonder. The mouse had all four legs.

"The one and only," Dr. Connors confirmed. She stepped back down to him, gazing raptly. "One, two, three, four," Dr. Connors counted out the legs, and she gaped up at him.

"You did it," she breathed. This was phenomenal. She reached out to carefully stroke the mouse.

"We did it," he replied firmly, emphasizing the 'we'. "Penny, you loved your uncle." She looked up at him again, startled. "Don't spend too long caught up in your grief. Get to work, do something for him, something great."

"Like what?" she whispered, feeling lost. 

"I don't know," he said softly. "Build your own cathedrals. Just try to remember, we must be greater than what we suffer." He rested his hand on her shoulder, giving it a gentle squeeze, then turned to walk away. She gazed after him, a strange feeling inside of her. After a moment she recognized it for what it was: hope.

**Notes for the Chapter:**

> Finally some good action! Up next: even Rocky had a montage!
> 
> The scene where Dr. Connors gives Penny his condolences is from one of the deleted scenes of the movie. Seriously, the poor man is the main focus of six or seven of the deleted scenes, pretty much all of his character development sacrificed to the cutting room floor. It's a real shame. "We must be greater than what we suffer" is such a great line, it could have been the "with great power blah blah" of the movie, but instead we get Ben's ramblings that just struggle to awkwardly rephrase the responsibility line without actually using the words. That's how you end up with crap lines like "If you could do good things for other people you had a moral obligation to do those things" or "You owe the world your gifts." Seriously, just spit it out, we all know what you are trying to say.


	11. Weaving a Web

**Notes for the Chapter:**

> I'm so sorry for the long delay getting a new chapter out! I got promoted at work unexpectedly, which, yay awesome, only I did almost all of my writing at work and now I don't have nearly as much downtime. I'm trying to get back on top of things, though, this story has been stuck in my head still and bugging me.
> 
> I changed the title of the whole story, too. I decided I didn't like the old one. 
> 
> This chapter is a bit heavy on the description and light on the dialogue, sorry about that. I did what I could, but I wanted to get the rest of the transition phase out of the way without dragging things out.

Penny started returning to OsCorp the next week, much to the pleasure of Dr. Connors and the relief of Gwen--her friend had clearly been worried with how much Penny had been withdrawing, and Penny resolved to try and reach out to her more. Most of her work in the labs was pretty simple, fiddling with the antigen formula to make it more precisely suited for primate--and eventually human--modification in prep for the eventual testing trials. She also occasionally helped Gwen corral her bunch of interns, which was rather like herding cats. Very intelligent, socially inept cats. Mindful of the once-stolen badge, Penny was always careful to dodge the attention of the intern Ava Ayala, who was an overly-intense overachiever with a sharp attitude. She didn't want to make any enemies there. Well, more than the envy she was already receiving from being Dr. Connors' personal intern.

She also kept working on her vigilante hobby, as she had come to think of it. Penny had long since spread her range from beyond Queens, and though she still prioritized going after blond male perps, she had started helping with any crimes she passed that were out of easy police reach. However, travelling around so much was slow and difficult, and painstakingly beating every criminal into unconsciousness without killing them was starting to get old. She felt a continual urge to do more with her abilities, which she recognized was an instinct from her spider mutations, but she decided to indulge them anyways--which is how she found herself stealing an entire large crate of the modified spiders' biocables from OsCorp. It was remarkably easy. She simply waited until the biocable lab was empty, swiped the same pattern from before since OsCorp clearly didn't have the sense to rotate their door lock access, gave a brief wave to her brothers and sisters in the room in the back, and then simply carried out the large stolen box, waving it off as equipment she was transporting for Dr. Connors. No one even questioned it. The crate held eight boxes of twenty four units of fifty pellets each, and each pellet contained several hundred meters of cable. It was a lifetime supply, easily. Assuming she went through a pellet a day, she had twenty-six years worth of the stuff.

Penny spent a few nights fiddling with the webbing, trying to make a device that would spit it out. She worked on her project in the privacy of the shed out back of her house, which had previously been primarily reserved as a dark room for developing her photos, using old watches modified with circuitry and spare microrobotics parts she had lying around. Her end goal was a wrist band with circuit that would open the aperture of the webbing canister for as long as she held the trigger mechanism down. The trigger mechanism itself rested in the heel of her hand, and could be folded back to keep out of the way and hidden by her clothes when not in use. Penny also set the trigger to require a large amount of force to use--easy for her to set off with her new strength, but difficult for accidental discharges. It took a series of sometimes catastrophic failures--seriously, it had taken hours to get all the webbing out of her hair--but in the end she was finally successful. 

She watched the webbing shoot out of her device, latching onto the shed's inner wall. She pinged it--the tension held--and she sucked in a breath, fingers curling as she fought the urge to squeal. Her spider side was going wild at the fulfillment of her inner instinctive needs, and to have her own webbing was giving her an almost addictive high. Penny realized distantly that this was the sort of thing that would have freaked her right the fuck out only a few months before, but now, here, this felt RIGHT in a way little else ever had. She was a spider, and now she had webs.

She strapped on her new webshooters, and headed out to do a little field testing. Her patrol that night was easier than ever before, as she skipped over the physical beat downs and simply webbed her victims into submission. Each spray of web gave her another brilliant tingle of fulfillment and she felt like she was floating with the sensation, even if she did have a brief disconcerting urge to eat one mugger after cocooning him. None of the men she came across had the star tattoo, but it was starting to feel like a sidenote to her activities. Remembering her time with the chains in her neglected warehouse, Penny began to use the webs to swing herself down from her rooftop route, and then to travel around quicker, swinging across gaps that were too far for her to simply leap. She wasn't worried about the webbing she left behind--while it stretched out to great lengths, once the tension on it was released it would coil back up into impossibly short pieces, which would then fall apart after a few hours exposed to open air.

As she gained confidence in her web capabilities, she began to push her limits more and more. Swinging across building gaps was all well and good, but leaping off of a fifty story building to web onto and then swing from a helicopter was the best thing she had ever done in her entire life. She started to get a real hang for making her way around the city, using the skyscrapers to her advantage. Webslinging like that was everything Penny loved about skateboarding, increased exponentially. The speed, the reckless abandon, the careful balancing act, the hint of danger--it was glorious.

In her rapidly disappearing free time, Penny began working on some more tech to go with her webshooters, finding the projects soothing. It had been far too long since she had lost herself to the obsessed mania of creation and invention, even before Ben's murder. She managed to modify an old phone to serve as a makeshift police scanner, and then rigged some mild night vision lenses to the sunglasses she always used to help mask her identity. Wearing sunglasses at night during her misadventures had made things annoyingly difficult, even with her improved eyesight, so that was a nice change for quality of life. Finally, tired of not being able to talk while maintaining her cover as a dude--and man did she have to struggle to keep her mouth shut sometimes--she pulled together a mouthpiece that would disguise her voice. It took a long time to perfect, but in the end she had a flat electronic filter that dropped her voice by several vocal ranges when she spoke through it, which still wasn't very deep but did make her sound distinctly male.

The next day was Saturday, so she took advantage of the lack of school to do a little daytime crime fighting. The pickings were more slim in the daylight, but she still found a suspect with shoulder-length blond hair carjacking a woman in lower Manhattan. No star tattoo, of-fucking-course, but she decided to do the cops the favor of dropping him off on their doorstep as long as she was in the neighborhood. She wrapped him up in a tidy web cocoon--no eating people! she firmly reminded herself--then hauled him screaming through the air to drop him to dangle above the front steps of the police headquarters. Penny was deeply amused. Was this how cats felt when they left dead birds in their owners' shoes? As she turned to scramble away across the building front, she spotted Capt. Stacy exiting to witness the scene, looking absolutely flabbergasted, which only made things even better. She didn't think she would be able to keep a straight face the next time she sat down the dinner table from him.

Penny threw herself off the building, catching the corner of it with her webbing and using her momentum to swing around the corner, before shooting another web and slinging herself away, whooping with delight all the while.

That night, she found out someone had caught shaky cell phone video footage of her dropping the carjacker off and then swinging away. It had quickly gone viral, and now all of a sudden New York City's social media was blowing up with people trying to figure out who the 'man' was and how he had done what he had done. People were suddenly compiling reports of her masked vigilantism, and Penny was more glad than ever she had decided to hide her identity and gender. There were even people trying to organize ways to catch sight of her in action again, which made her distinctly nervous. A mask and baggy clothing wasn't going to hold up under much scrutiny, and she had honestly needed something more suited to her activities for a while now.

She tried to keep her nightly excursions low-key for a little while as she pulled together the pieces of a better and more functional disguise. Penny ordered a long, high-performance chest binder from a website that more typically catered to trans-men than would-be vigilantes, then shuffled into a sporting goods store to awkwardly buy a common men's athletic cup. She then spent several evenings putting her arts and crafts skills to the test, sewing together a tight body suit of double-layered spandex, thin enough to let her more easily stick to walls and make her more aerodynamic, but thick enough to hide the exact contours of her body. With her childhood Captain America comics in mind, she went for a bold statement, coloring the bulk of the suit blue, and adding red blocks intershot with a spiderweb pattern to accent it. She went red across the shoulders, and then cut it down in long V down her torso, helping to suggest wider shoulders and slimmer hips, adding a belt of red lower than her true waist to increase the illusion of a long torso and male proportions. She kept the mask red as well, incorporating her night-vision lenses and voice modifier directly into it, and added thin red boots and gloves to finish the look. Finally, she added a red stylized spider icon down her back, based off of her father's sloppy sketch in his research. You had to give props to where you came from, she reasoned.

On the night her new costume was finally fully assembled, Penny donned it and peered at her work in the mirror with a critical eye. Passing as a guy was easier than she thought it should have been--her slim, tall frame had never been exceptionally feminine, even less so now that she was corded with lean muscles, and the chest binder not only flattened her small breasts out completely, but also evened out the slight curve of her waist and added a little bulk to the sides of her torso. Adding in the athletic cup and the suit and it was hard to see anything remotely female about her. Her feet and hands were a little small, perhaps, and she would have to work on her body language a bit, but she made a remarkably convincing man for a teenage girl in nearly skin-tight spandex. The ease of the transformation might have bugged her before, but now she found it a welcome tool to add to her kit of abilities.

Penny was still nervous for her first night out in her new get-up, but everything went even better than she had dreamed. The first mugger she dropped down on shrieked like a banshee and gave up without even a fight. The only downside was his victim also screamed and ran off without even a thank you, but hey, you can't win them all. Still, this made her job harder, as it was always much easier when the victims hung around to call the police and give reports. Now she had to do the legwork herself, ugh.

"Oh god oh please don't kill me oh god I'm sorry please," the mugger screeched over and over as Penny hauled him through the air, thoroughly cocooned and dangling below her by her webbing as she swung to the local police station (which was unfortunately not Capt. Stacy's so she wouldn't even get to enjoy his disgruntled face). It was a much more extreme reaction than she usually got but she supposed her get-up might be a bit disconcerting. Or maybe the mugger was just a coward, no telling. She personally found swinging through the pleasant night air very relaxing, so she wasn't sure what his problem was.

"Quit whining you big baby, I'm not going to kill you!" Penny hollered down at him in exasperation. He was tattoo free, so she didn't even rough him up! What a freaking wimp.

Her words had no real effect on him. "Please, man, let me go, don't hurt me, I'm sorry!" he begged. Well, at least the "man" part was working out for her.

"It's a little late to be sorry," Penny pointed out to him. "Next time maybe just try not mugging anyone? Just a thought." They arrived at the police station and she dropped him at the front steps, landing down in a crouch beside him. He was ugly-crying, snot and everything, and she sighed. Really? She thought a hardened (petty) criminal would have a little thicker skin than that. Penny fished inside of the belt of her outfit as the mugger tried to squirm away, before finally pulling a short sharpie out of the inner pocket that held her cell phone and a few extra web canisters, among some other odds and ends. She planted a red-booted foot on his chest and leaned over to fist one hand in his hair as she scrawled ATTEMPTED MUGGER right across his forehead, finishing it off with a little spider drawing next to her writing. There, that should get the point across, just in case this guy didn't have any priors or warrants out.

The doors to the station swung open beside them. "Hey! Hands up!" yelled the first cop out the doors, running out with her gun drawn as two more followed her out. Penny rolled her eyes. She guessed the cop didn't recognize her as the friendly neighborhood vigilante in her new costume. Grinning behind her mask, she obligingly put her hands up for a moment, before flicking her wrists to send webbing up the side of the station and quickly yanking herself upwards before the police could even react. She heard them yelling behind her as she threw herself around the corner and she cackled with glee. Cops were so fun to mess with. She set off to find some more criminals to assault--after all, the night was still young, and she had Uncle Ben's murderer to hunt down.

Over the next few weeks, Penny's life settled into somewhat of a routine. She woke up too damn early in the mornings, skateboarded to Midtown Science and suffered through the indignity that was high school as best she could, trying to keep collateral damage to a minimum (in the interest of preventing property damage, she still skipped gym more often than not, glad that it was a pass/fail course and wouldn't effect her GPA in her constant battle for top student with Gwen). After the sweet release of the final bell, she would either head to OsCorp or to the docks depending on the day. OsCorp meant it was time for some science fun as she and Dr. Connors worked through permutations of the cross-species genetic-modifying serum, moving it closer and closer to human trials. It was slow but rewarding work. The docks meant blowing off steam on her skateboard and working on mastering her new skills, and on the days she was feeling extra restless, she would don her costume early and go knock some criminal heads. On those nights she usually came home late, which she knew worried Aunt May a bit, but her aunt never said anything. Other nights she would be home at her old usual time, go through the dinner-and-homework routine, and then sneak out after she had ostensibly gone to sleep and spend several hours gift-web-wrapping petty thieves and car-jackers for the police. It helped that she needed much less sleep than she used to.

Penny was also becoming internet-famous, to her endless delight. There were entire facebook pages dedicated to following her costumed exploits, filled with police reports, blurry surveillance footage, and rambling conspiracy theories about her capabilities. It was glorious. Her costume was doing the trick perfectly and all the conjecture about her identity was limited to people both male and older (usually in their 20's) so she felt pretty good about how her vigilantism was panning out.

Of course, the lifestyle wasn't without some downsides. Penny easily held her own in most fights, aided by her new speed and strength, not to mention her fantastic precognitive spider-sense, but multiple opponents could still score some damage. On several occasions she ended up breaking up a gang-fight or some group of drunken idiots, and subsequently ended up going home with bruised limbs and sore ribs most nights, adding yet another reason to wear long sleeves, hiding her bruises right along with her sweet muscles and her webshooters. A side benefit to all of this was finding out just how quickly she healed, but it wasn't all sunshine and daisies.

Gwen for one was getting increasingly concerned with Penny's new lifestyle. The time they spent together at school and at OsCorp helped soothe some of the worry, but Penny was ducking a lot of socialization for the sake of her nighttime hobby, and Gwen was picking up on the fact that something wasn't right. Penny knew she could tell that she was hiding something, but just couldn't tell what, and Penny knew the only reason Gwen wasn't prying was out of concern for what she assumed was Penny's fragile, grieving state. Penny felt a little bad taking advantage of that consideration, but she just didn't think Gwen was ready to handle news of Penny's genetic transformation. Plus Penny knew exactly how Gwen would feel about her quest for revenge, and she wasn't ready to open that can of worms--better to stay in denial for as long as possible. Of course, then Penny showed up to school with a black eye and everything went right to hell.

**Notes for the Chapter:**

> My math on the webbing canisters is actually based off of the movie. The units of canisters shown have about 50 in them, and Peter has multiples to the side, so I made the assumption he had grabbed a box of several units and multiplied out from there.
> 
> And seriously, in the movie, where does Peter get those webbing canisters for this web-shooters? Does he just steal them? Does he buy them? Does Dr. Connors just give him some because reasons? I feel like if it was one of the latter two options, it would be easy work to figure out his secret identity. Someone at OsCorp is bound to notice that Spiderman is using webbing that look a lot like ones from their most important secret project, and then go through the list of people who had gotten some recently. Peter stealing some is the only thing that makes sense. And he would have to steal a pretty large amount, because what is he going to do if he runs out? Breed up his own colony of genetically altered spiders? And keep them hidden from Aunt May? Yeah, no. In the comics he formulates some synthetic webbing solution but that seems out of his capabilities for several years at the very least in the movie-universe.
> 
> Interestingly, in the Ultimate Spider-man cartoon, Peter's mask isn't just a mask, but also has a decent amount of tech in it, such as night vision in the eye lenses. I don't recall any exact instances of that in the comics (mostly the tech upgrades focuses on different web-shooty stuff, and Doc Ock in Superior Spider-man does add a tracking HUD to the mask, but that doesn't really count, for obvious reasons) but I figured someone as smart and technologically capable as that would have no trouble adding a filter in the mouth area that would artificially drop the voice coming out.
> 
> Also you might notice that all the things Penny does with her suit design to make her look more masculine still makes it identical to Peter's suit. Something tells me maybe Peter was feeling a little insecure and was aiming for the same things she was. It's obviously a very flattering pattern for the male form. Really, the only variation between them is Penny's suit being a little thicker so that the lines of her binder and cup aren't visible.


End file.
